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Legislative Alert: Illinois House of Representatives Passes HB 924

On April 18, 2013, the Illinois House of Representatives passed House Bill 924 on a 60–50 vote. The bill amends the Illinois Prevailing Wage Act (820 ILCS 130/2) to require that all contractors and subcontractors bidding on work…more

Contractors, New Legislation, Reporting Requirements, Subcontractors

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Avoiding and Defending Florida License Tax Audits

Florida hotels and restaurants are facing license tax audits, assessments and penalties in increasing numbers. A "license" is statutorily defined as the granting of a privilege to use or occupy a building or real property…more

Audits, Corporate Taxes, Hotels, Licenses, Resorts & Restaurants

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New California Employment Laws for 2014: What Your Business Needs to Know

The California Legislature enacted numerous employment laws in 2013 that affect California employers. The significant changes initiated by these statutes include a higher minimum wage, increased whistleblower protections and new…more

Employment Policies, State Immigration Laws, Wage and Hour, Whistleblower Protection Policies

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Delaware Federal Court Dismisses Say-on-Pay Complaint

In a recent opinion, the United States District Court for the District of Delaware dismissed a derivative complaint brought as a result of a negative shareholder advisory vote on executive compensation. The court found that the…more

Derivative Suit, Dodd-Frank, Executive Compensation, Say-on-Pay, Shareholder Votes

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Supreme Court Upholds Reasonable Contractual Limitations Period in ERISA Plan

The U.S. Supreme Court has ruled unanimously that certain statute of limitations provisions in employer-sponsored benefit plans are enforceable, even when they begin to run before the plan's administrative process has been…more

Employee Benefits, ERISA, Heimeshoff v. Hartford Life & Accident Insurance Co., SCOTUS, Statute of Limitations

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FDA Issues New Drug Compounding and Outsourcing Facility Guidance - The New Policy Documents Clarify FDA's Expectations and Enable the Compounding Industry to Comply with the Compounding Quality Act

The FDA issued multiple policy documents on July 1, 2014, to implement the Compounding Quality Act (CQA). Congress enacted the CQA in November 2013 as part of the Drug Quality and Security Act (DQSA), in response to the deadly…more

DQSA, Drug Compounding, FDA, Pharmaceutical, Prescription Drugs

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New York's Highest Court Affirms Contractual Right to Select New York Law to Govern Transactions Without Nexus to the State

In a case of first impression, the New York Court of Appeals has held that a court need not undertake a conflicts-of-laws analysis when there is an express choice of New York law in a contract pursuant to New York General…more

Aviation Contracts, Choice-of-Law, Nexus

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Executive Order Creates New Disclosure Obligations for Government Contractors: Once Implemented, the Order Will Fundamentally Alter the Relationships Between Prime and Subcontractors

The July 31, 2014, executive order, "Fair Pay and Safe Workplaces," introduces a broad federal contractor reporting scheme that alters the relationship between prime and subcontractors, creates an obligation for contracting…more

Contractors, Disclosure Requirements, DOL, Employee Rights, Executive Orders

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Halbig v Burwell: D.C. Appeals Court Strikes Obamacare Health Insurance Subsidies

The U.S. Court of Appeals for the D.C. Circuit ruled, in a 2-to-1 decision, in Halbig v. Burwell that the IRS is not authorized under the Affordable Care Act (ACA) to provide tax credits intended to subsidize the cost of…more

Affordable Care Act, Halbig v Burwell, Health Insurance, Health Insurance Exchanges, Healthcare Reform

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Religious Institutions Update: March 2013

In this Issue: - Key Cases - Court Upholds Permitting, Licensing and Zoning Regulation of Spiritual Counselors - Non-Liturgical Navy Chaplains Denied Injunctive Relief for Statistical Imbalance in…more

Affordable Care Act, Catholic Church, Contraceptive Coverage Mandate, Establishment Clause, IRS

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DOJ Shifts Stance on False Statements Prosecutions - A Change That Could Have a Major Impact on Future White Collar Investigations and Prosecutions

The U.S. Department of Justice (DOJ) recently adopted a more defense-friendly position on criminal prosecutions under a commonly used federal charging statute, Section 1001. This statute makes it a crime to "knowingly and…more

Criminal Prosecution, DOJ, Enforcement, Enforcement Actions, False Statements

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Decisions Do Not Apply "Jewel Doctrine" to Departed Partners' Fees - Legal Fees Earned by Departed Partners in Now-Defunct Law Firms Determined Not to Be Property of the Bankrupt Firm

A California District Court recently held that a bankruptcy trustee could not claim a property interest in the hourly fee matters pending at the now-dissolved Heller Ehrman LLP law firm. This June California decision was…more

Business Assets, Commercial Bankruptcy, Dissolution, Heller Ehrman, Insolvency

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Amendments to California False Claims Act Expand Potential Exposure to Government Investigations and Litigation

On September 27, 2012, Governor Jerry Brown signed into law Assembly Bill 2492 (AB 2492), which amends the California False Claims Act (CFCA). These amendments closely align the CFCA with the federal False Claims Act (FFCA). The…more

Attorney Generals, Compliance, False Claims Act, FERA, Whistleblowers

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FDA Issues New Drug Compounding and Outsourcing Facility Guidance - The New Policy Documents Clarify FDA's Expectations and Enable the Compounding Industry to Comply with the Compounding Quality Act

The FDA issued multiple policy documents on July 1, 2014, to implement the Compounding Quality Act (CQA). Congress enacted the CQA in November 2013 as part of the Drug Quality and Security Act (DQSA), in response to the deadly…more

DQSA, Drug Compounding, FDA, Pharmaceutical, Prescription Drugs

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Qualifying Loans Will Reduce or Eliminate Risk Retention Obligations of Issuers Under Reproposed Credit Risk Retention Rules

The general risk retention requirements mandated under section 15G of the Securities and Exchange Act of 1934 (added by section 941 of the Dodd-Frank Act) will be applicable to all issuers of asset-backed securities (ABS) once…more

Asset-Backed Securities, Dodd-Frank, Risk Retention, Securities Exchange Act, Underwriting

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Administrative Law Judge Rules Camera-Equipped Model Airplanes Are Cleared for Take-Off

A ruling by an administrative law judge punches a hole through the FAA's ban on the unlicensed use of commercial drones. The decision may be significant for ongoing discussions in Congress and in Indian Country about drone…more

Drones, FAA, Natural Resources, Surveillance, Tribal Lands

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FinCEN Doubles Down on Casinos with Heightened Regulatory Expectations - Casino Managers and Tribal Gaming Commissioners Need to Be Proactive with Anti-Money Laundering Compliance Initiatives

For the second time in nine months, Financial Crimes Enforcement Network (FinCEN) Director Jennifer Shasky Calvery has publicly addressed FinCEN's increasing concerns regarding casino compliance with the Bank Secrecy Act (BSA),…more

Anti-Money Laundering, Audits, Casinos, FinCEN, Indian Gaming

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Qualifying Loans Will Reduce or Eliminate Risk Retention Obligations of Issuers Under Reproposed Credit Risk Retention Rules

The general risk retention requirements mandated under section 15G of the Securities and Exchange Act of 1934 (added by section 941 of the Dodd-Frank Act) will be applicable to all issuers of asset-backed securities (ABS) once…more

Asset-Backed Securities, Dodd-Frank, Risk Retention, Securities Exchange Act, Underwriting

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Daimler and Walden: The Supreme Court's Continued Trend on Limiting Personal Jurisdiction

The Supreme Court has issued two decisions that clarify the limitations of general and specific jurisdiction over a non-resident defendant. A defendant corporation will be subject to general jurisdiction in a state only if its…more

DaimlerChrysler, DaimlerChrysler v Bauman, Jurisdiction, Minimum Contacts, Personal Jurisdiction

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IRS Changes the Streamlined Filing Compliance Procedures and Offshore Voluntary Disclosure Program (OVDP) - Determining Your Most Advantageous Route Is Imperative

The IRS announced substantial changes to both the Streamlined Filing Compliance Procedures for Non-Resident, Non-Filer Taxpayers and the Offshore Voluntary Disclosure Program (OVDP) on June 18, 2014…more

Compliance, FATCA, FBAR, IRS, OVDP

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Unexpected USCIS Site Visits Expanded To L Visa Holders - Costs And Liabilities Associated With Being Noncompliant, Or Being Perceived As A Noncompliant Employer, Can Be Expensive And Frustrating

HIGHLIGHTS - - The U.S. Citizenship and Immigration Services (USCIS) Fraud Detection and National Security Division recently announced that it is expanding worksite inspections to include employers of L-1 visa…more

Compliance, Immigrants, L-Visas, USCIS, Visas

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Bitcoin Reportability and Taxation

June 30 is the deadline for taxpayers with a connection to foreign financial accounts to file FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). As this is the first year in which all FBARs must be…more

187, Bitcoins, FBAR, FinCEN, Foreign Bank Accounts

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Governor Signs Bill Regulating Retainage on Private Construction Projects - The New Retainage Law Bolsters the Mass. Construction Industry, Promotes Development and Improves Contractors' Cash Flows

On Aug. 8, 2014, Gov. Deval L. Patrick signed into law "An Act Relative to Fair Retainage Payments in Private Construction." Massachusetts now joins numerous other jurisdictions in the regulation of retainage on private…more

Construction Contracts, Construction Disputes, Construction Litigation, Contractors, Retainage

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Top 10 Indian Tribal Tax Developments in 2013 and Priorities for 2014

In 2013, courts were active in issues relating to Indian tribes, including ruling on state tax matters and the federal income tax aspects of Section 17 corporations. The top 10 Indian tribal tax developments from 2013 and…more

Casinos, General Welfare Exclusion, Income Taxes, Indian Gaming, IRS

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New Executive Order to Increase Minimum Wage Under Future U.S. Government Service Contracts and Subcontracts

As promised in his recent State of the Union Address on February 12, 2014, President Obama signed an executive order to increase to $10.10 the hourly minimum wage paid to federal contractors and subcontractors. The Executive…more

Davis-Bacon Act, Federal Contractors, FLSA, Minimum Wage, Service Contract Act

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Florida Introduces Stringent Obligations with New Data Breach Law

In the wake of increasing pressure due to data breaches, Florida is introducing a stringent new data breach law to protect its residents from identity theft and financial harm. The new Florida Information Protection Act of 2014…more

Data Breach, Data Protection, FIPA, Identity Theft, New Legislation

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MAP-21: What Business Members Need To Know

Originally published in Business In Motion, October 2012. More than thirty-three months late, Congress adopted a two-year surface transportation bill, Moving Ahead for Progress for the 21st Century (MAP-21). While funding…more

MAP-21, Surface Transportation, Surface Transportation Board

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Executive Order Creates New Disclosure Obligations for Government Contractors: Once Implemented, the Order Will Fundamentally Alter the Relationships Between Prime and Subcontractors

The July 31, 2014, executive order, "Fair Pay and Safe Workplaces," introduces a broad federal contractor reporting scheme that alters the relationship between prime and subcontractors, creates an obligation for contracting…more

Contractors, Disclosure Requirements, DOL, Employee Rights, Executive Orders

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Employment Classification Lessons Learned From Scantland v. Jeffry Knight Inc.

A recent Eleventh U.S. Circuit Court of Appeals decision issued a strong admonition to employers: the misclassification of workers as independent contractors rather than employees may have serious financial and operational…more

DOL, Employee Rights, Employer Liability Issues, FLSA, Full-Time Employees

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Recent NLRB Decisions Condone Workplace Profanity and Insubordination - Employers Need to Know What Is Considered Protected Behavior for Employees Before Disciplinary Action

An administrative law judge (ALJ) of the National Labor Relations Board (the "Board") recently found that a Hooters employee who cursed at her co-worker during an employee bikini contest was wrongfully terminated by her employer…more

Corporate Counsel, Discipline, Insubordination Policy, NLRA, NLRB

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ICANN's Trademark Clearinghouse Set to Launch on March 26, 2013

The Internet Corporation for Assigned Names and Numbers (ICANN), the non-profit corporation responsible for managing the domain name system, is evaluating more than 1,900 applied-for generic top-level domains (gTLDs), such as…more

gTLD, ICANN, Trademark Clearinghouse, Trademarks

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Jury to Decide SEC's Case Against Feeder Fund in Ponzi Scheme

The SEC's case against a hedge fund owner who allegedly funneled hundreds of millions into a $3.5 billion Ponzi scheme will be left up to a jury to decide. U.S. District Judge Ann D. Montgomery declined both sides' motions for…more

Feeder Funds, Hedge Funds, Investors, Jury Trial, Ponzi Scheme

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A New Reality for ESOP Fiduciaries - Company Stock Investments for Employee Participants in Retirement Plans of Public and Privately Held Companies Have Different Operating Requirements

For the ESOP fiduciary of a publicly traded employer, the Supreme Court has made clear that non-public insider information is not required to be used in reaching a decision to buy, hold or sell employer securities…more

401k, Employee Benefits, ESOP, FIfth Third Bancorp v Dudenhoeffer, Retirement

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Supreme Court Endorses Forum Selection Clauses

The Supreme Court has strongly endorsed forum selection clauses in government subcontracts. In Atlantic Marine Construction Company, Inc. v. U. S. Dist. Court, 234 S.Ct. 568 (U.S. December 3, 2013), Atlantic Marine, a…more

Atlantic Marine Construction Company, Forum, Forum Selection Clause, SCOTUS, Subcontractors

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Second Circuit Vacates Pharmaceutical Misbranding Conviction on Free Speech Grounds

After two years of deliberation, the U.S. Second Circuit Court of Appeals has finally issued its decision in United States v. Caronia, holding that the government cannot prosecute pharmaceutical manufacturers or their…more

Caronia, Commercial Speech, FDCA, First Amendment, Free Speech

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The 30-Year Programmatic Eagle Take Permit: How Much Certainty Does It Provide?

The U.S. Fish and Wildlife Service issued a final rule that takes limited action to extend the maximum life of programmatic eagle take permits to 30 years, provides for permit transferability, and sets processing and…more

Endangered Species, Fees, Fish and Wildlife Service, Incidental Take Permits, Mitigation

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IRS Denies Exempt Status under Section 501(c)(4) For Too Much Political Activity

Earlier this year, while Washington was fixated on former Internal Revenue Service (IRS) employee Lois Lerner and her missing emails, her former employer quietly denied the application for exemption of an organization seeking…more

501(c)(4), Exempt Organizations, IRS, Political Campaigns

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Update on Recent FOIA and OMA Illinois Supreme Court and Attorney General Opinions

- The Illinois Supreme Court rules state's attorneys are subject to the Freedom of Information Act. - The Illinois attorney general rules that: (i) the Open Meetings Act requires public bodies to recite the key terms of…more

FOIA, Open Meetings Act, Public Entities

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Key Factors of a Computer Digital Account (CDA) Plan to Protect Your Legacy

Increasingly, we interact with the world around us through digital devices and social media. Compared to decades past, our most essential information is now stored on a computer or hand-held device. Everything can now be done…more

Digital Assets, Electronically Stored Information, Estate Planning

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FinCEN's Busy August Yields Noteworthy Anti-Money Laundering Developments

August was a busy month for the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). Among other initiatives, FinCEN issued its long-awaited proposed regulations on customer due diligence (CDD)…more

Advisory Opinions, AML/CFT, Anti-Money Laundering, Bank Secrecy Act, Compliance

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Court Says "Porch-Like Structures" Do Not Violate ADA

In an important decision for retailers and other public accommodations, the Tenth Circuit overturned a lower court decision requiring that every "porch-like" entrance to Hollister retail establishments be remediated to be…more

ADA, Corporate Counsel, Disability, Disability Discrimination, Reasonable Accommodation

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Proposed Anti-Human Trafficking Rule Could Significantly Affect Contractor Compliance Programs

U.S. government contractors and subcontractors may need to comply with two new federal procurement rules proposed by the Obama administration to prevent the use of forced labor. Affected companies should review and update…more

Forced Labor, Human Rights, Human Trafficking, NDAA, Supply Chain

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Recent Illinois Foreclosure Decisions Favor Lenders

Since 2008, lenders in Illinois have faced heightened scrutiny and a sharp rise in lender liability claims. Nevertheless, Illinois appellate courts have recently favored lenders by upholding existing statutory protections and…more

Foreclosure, Mortgages, Professional Liability

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The New York Non-Profit Revitalization Act of 2013

Governor Cuomo signed New York's Non-Profit Revitalization Act of 2013 into law in December. Most of its provisions take effect July 1, 2014. The new law, which was designed to stimulate New York's not-for-profit industry,…more

Audits, Executive Compensation, Exempt Organizations, Non-Profits, Transparency

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2013 Florida Legislative Session Recap

Prior to the start of the 2013 Florida legislative session, President Gaetz and Speaker Weatherford outlined a joint agenda that included tackling ethics, elections, campaign finance, state pensions and higher education. The…more

New Legislation, Proposed Legislation, State Budgets

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Federal Maritime Commission Proposes New Rules for Ocean Transportation Intermediaries

On May 31, 2013, the United States Federal Maritime Commission (FMC) issued a wide-ranging proposed rulemaking significantly affecting the licensing, financial responsibility and duties of Ocean Transportation Intermediaries…more

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New Campus Security Laws Take Effect This Month

A key section of the comprehensive federal legislation passed last year to prevent and address violence against women on campuses nationally takes effect this month. It is critical for educational institutions to understand what…more

Colleges, Domestic Violence, Educational Institutions, Sexual Assault, Stalking

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Appropriations Hearing on the Bureau of Indian Affairs/Indian Health Service Budget Request

On April 24 at 9:30 a.m. and 1:00 p.m., and on April 25 at 9:30 p.m., the House Appropriations Subcommittee on Interior, Environment, and Related Agencies will hold three separate American Indian and Alaska Native Public and…more

Native American Issues, Testimony

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Foreclosure Law – A Brief Overview Of California's One Action Rule And Anti-Deficiency Provisions

California’s one-action rule and anti-deficiency provisions (together, the "anti-deficiency provisions") protect borrowers that have defaulted on debt secured by real property. Those provisions limit the remedies available to…more

Anti-Deficiency Provisions, Foreclosure, One-Action Rule

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New Maryland Law Provides Indemnity Deeds of Trust (IDOT) Relief

Maryland Governor Martin O'Malley has signed a law that brings significant changes to how recordation tax will be imposed on the refinancing of commercial property and on the modification of existing indemnity deeds of trust…more

Commercial Loans, IDOT, Tax Exemptions

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SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, the Securities and Exchange Commission (SEC) approved for public comment proposed "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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SEC Lifts Ban on General Solicitation and Advertising in Private Placements

Until Congress passed the Jumpstart Our Business Startups Act (JOBS Act) in April, 2012, those seeking to raise capital through the sale of securities in transactions not registered with the U.S. Securities and Exchange…more

Advertising, General Solicitation, JOBS Act, Marketing, Private Equity

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Florida Appellate Court Reverses Trial Court Orders Excluding Media From Jury Selection: "Overflow" Courtroom With Audio-Only Deemed Not Sufficient

- In a first of its kind ruling in Florida, a Florida Appellate Court has issued a 27-page opinion unanimously vacating two orders of a trial court in Jacksonville, Fla., which had excluded the media from critical portions of…more

Audio Recording, Criminal Prosecution, Jury Selection, Media, Trials

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Florida Enacts a New Revised Limited Liability Company Act

On May 3, 2013, as the last act of the 2013 Florida Legislature, the House passed into law the new Florida Revised Limited Liability Company Act (the "New LLC Act") in the form of Senate Bill 1300, and as amended, House Bill…more

Amended Legislation, LLC, New Legislation, RULLCA

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IRS Extends FATCA Registration Deadline to May 5, 2014

HIGHLIGHTS: - Foreign financial institutions must perform due diligence to identify their U.S.-owned accounts and report them to the IRS, as well as act as a withholding agent for payments to other foreign entities…more

Banks, Due Diligence, FATCA, FFI, Foreign Banks

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Court Rules Article Reporting About "False Testimony" Not "Actual Malice"

A Maryland court dismissed a defamation lawsuit against a newspaper, filed by a former chief deputy state's attorney, over articles reporting that he had given "false testimony" about a murder investigation. The articles in the…more

Actual Malice, Defamation, False Statements

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2014 Legislative Update: Environment, Growth Management and Water

CS/CS/CS/HB 325 amends statutory provisions relating to the brownfield program and modifies the procedures for establishing a brownfield area. The bill also authorizes the local government designating a brownfield area to use a…more

Brownfield Properties, Legislative Agendas, Pending Legislation, Proposed Amendments, Proposed Legislation

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The New ADA Design and Construction Issue: Website Accessibility

- The DOJ has indicated that it plans on issuing a separate regulation to address website accessibility. However, no official action has been taken since it first sought comments on its proposal for addressing website…more

ADA, DOJ, Public Comment, Website Accessibility, Website Design

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New York to Drastically Change "Gift Tax" Rule

Currently, there is no gift tax in New York, and although the amount of lifetime taxable gifts made by a New Yorker may cause the estate tax rate to increase, there is no additional estate tax paid on those gifts. New York…more

Estate Planning, Estate Tax, Gift Tax

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Local Government: Illinois Open Meetings Act Update

With the enactment of P.A. 097-0827 and a recently issued binding Attorney General Opinion, July has been a busy month for the Illinois Open Meetings Act, 5 ILCS 120/1, et seq…more

Open Meetings Act

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New York District Court Limits the Applicability of the PSLRA's Safe Harbor

A U.S. District Court for the Southern District of New York recently found that a company that had provided lower earnings guidance in its statements to the public than its results from the previous year was not protected by the…more

Fashion Design, PSLRA, Safe Harbors

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IRS Denies Exempt Status under Section 501(c)(4) For Too Much Political Activity

Earlier this year, while Washington was fixated on former Internal Revenue Service (IRS) employee Lois Lerner and her missing emails, her former employer quietly denied the application for exemption of an organization seeking…more

501(c)(4), Exempt Organizations, IRS, Political Campaigns

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Expanded Tribal Bond-Issuing Authority: IRS Issues New Guidelines on Tribal Economic Development Bonds

On July 16, 2012, the IRS released Notice 2012-48, which solicits applications for the allocation of available amounts of national bond issuance authority limitation (volume cap) for Tribal Economic Development Bonds (TEDBs)…more

IRS, Tribal Economic Development Bonds

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"Hey, Take It Outside!" — Politics in the Workplace

Everyone has experienced "workplace politics" (in which Type A employees claw their way to the top while attempting to crush or humiliate coworkers) as well as "politics in the workplace" (in which employees argue about…more

Discrimination, NLRA, NLRB, Political Expression

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Hart-Scott-Rodino Thresholds Increased Approximately 7 Percent for 2014

This year's revised Federal Trade Commission thresholds under Hart-Scott-Rodino (HSR) represent an approximately 7 percent increase from the existing amounts. They will apply to all applicable transactions on or after February…more

Acquisitions, FTC, Hart-Scott-Rodino Act, Mergers, Size of Persons Test

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The Supreme Court's Noel Canning Decision and the NLRB's Response

Since the Supreme Court affirmed a decision by the D.C. Circuit Court of Appeals on June 26, 2014, invalidating President Obama's appointment in January 2012 of three members to the National Labor Relations Board, the NLRB has…more

Appeals, Barack Obama, Canning v NLRB, NLRB, Recess Appointments

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It’s Time to Re-Think the False Claims Act

The federal False Claims Act (FCA) is one of the government’s primary weapons in combating fraud by federal contractors, federal grantees and recipients of federal benefits. Since 1986, when the FCA was restructured into its…more

Enforcement, Enforcement Actions, False Claims Act, Federal Contractors, Fraud

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SEC Initiative Encourages Continuing Disclosure Violation Self-Reporting By Issuers And Underwriters

HIGHLIGHTS - - The Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative) begun by the SEC's Enforcement Division encourages issuers, borrowers or underwriters to self-disclose potential securities…more

Disclosure Requirements, Enforcement, SEC, Self-Reporting

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EPA Releases Significant Proposed Rule to Curb Greenhouse Gas Emissions from Existing Power Plants - Proposed Rule Is Part of President's Clean Power Plan Focusing on Flexibility and State-Specific Carbon Reduction Targets

EPA's proposed rule is focused on limiting the carbon intensity of fossil fuel-fired power plants (commonly referred to as electric generating units or EGUs) by adopting goals to limit overall carbon dioxide (CO2) emissions..…more

Barack Obama, Carbon Emissions, Clean Air Act, Climate Action Plan, Energy Policy

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Division of Corporation Finance Posts Slides Discussing Common Financial Reporting Issues for Smaller Companies

The Division of Corporation Finance (the "division") of the United States Securities and Exchange Commission (SEC) recently posted slides from an annual presentation at the Forum on Auditing in the Small Business Environment…more

Disclosure Requirements, Financial Reporting, PCAOB, Reporting Requirements, SEC

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Sequestration Tango: Taking Steps to Assess Risk and Mitigate Impacts

Many federal contractors and subcontractors are in store for a bumpy ride. On March 1, 2013, sequestration went into effect, requiring the federal government to cancel $85 billion in budgetary resources between now and September…more

Contractors, OMB, Risk Assessment, Spending Cuts

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IRS Denies Exempt Status under Section 501(c)(4) For Too Much Political Activity

Earlier this year, while Washington was fixated on former Internal Revenue Service (IRS) employee Lois Lerner and her missing emails, her former employer quietly denied the application for exemption of an organization seeking…more

501(c)(4), Exempt Organizations, IRS, Political Campaigns

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Fifth Round of Sanctions Target Certain Russian Banks, Energy Companies and Arms Manufacturers

The U.S. Office of Foreign Assets Control (OFAC) issued a fifth round of designations imposing limited sanctions on two Russian banks and two major Russian energy companies. OFAC also designated and blocked the assets of eight…more

Banks, Energy, Foreign Policy, OFAC, Russia

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Avoiding and Defending Florida License Tax Audits

Florida hotels and restaurants are facing license tax audits, assessments and penalties in increasing numbers. A "license" is statutorily defined as the granting of a privilege to use or occupy a building or real property…more

Audits, Corporate Taxes, Hotels, Licenses, Resorts & Restaurants

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DOJ Shifts Stance on False Statements Prosecutions - A Change That Could Have a Major Impact on Future White Collar Investigations and Prosecutions

The U.S. Department of Justice (DOJ) recently adopted a more defense-friendly position on criminal prosecutions under a commonly used federal charging statute, Section 1001. This statute makes it a crime to "knowingly and…more

Criminal Prosecution, DOJ, Enforcement, Enforcement Actions, False Statements

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D.C. Circuit Rejects Petitions Challenging Proposed NY-NJ Gas Pipeline

The D.C. Circuit Court of Appeals recently dismissed petitions brought by the City of Jersey City, NJ, and various environmental organizations challenging the Federal Energy Regulatory Commission's ("FERC") order granting a…more

Energy, FERC, Natural Gas, Oil & Gas, Pipelines

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Judge Dismisses "Fun Center" Defamation Lawsuit

A Tallahassee, Fla., trial court has thrown out a defamation suit against a television station, filed by an amusement center concerning reports about a police investigation…more

Defamation, Pre-Suit Notice, Television Broadcast Stations

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FinCEN's Busy August Yields Noteworthy Anti-Money Laundering Developments

August was a busy month for the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). Among other initiatives, FinCEN issued its long-awaited proposed regulations on customer due diligence (CDD)…more

Advisory Opinions, AML/CFT, Anti-Money Laundering, Bank Secrecy Act, Compliance

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Illinois Appellate Court Narrows Attorney General's FOIA Opinion on Communications on Elected Officials' Private Devices

On July 16, 2013, the Appellate Court of Illinois for the Fourth District issued an opinion in City of Champaign v. Madigan, 2013 IL App (4th) 120662, that upheld the Illinois Attorney General's (AG) binding opinion (Public…more

Attorney Generals, Electronically Stored Information, Email, FOIA, Mobile Devices

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New California Employment Laws for 2014: What Your Business Needs to Know

The California Legislature enacted numerous employment laws in 2013 that affect California employers. The significant changes initiated by these statutes include a higher minimum wage, increased whistleblower protections and new…more

Employment Policies, State Immigration Laws, Wage and Hour, Whistleblower Protection Policies

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In Town Of Greece, U.S. Supreme Court Affirms Constitutionality Of Prayer At Town Meetings

HIGHLIGHTS - - Local governments in Illinois and around the country should become knowledgeable about the U.S. Supreme Court's ruling this week in Town of Greece v. Galloway. - In its 5-4 ruling, the Court declared…more

Establishment Clause, First Amendment, Greece v Galloway, Prayer, Public Meetings

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Criteria For Choosing Between ConsensusDOCS And AIA Bond Forms

Since first being introduced in 2007, ConsensusDOCS forms have become increasingly popular and along with the AIA forms are becoming industry standard. The organizations that endorsed the ConsensusDOCS devoted untold hours to…more

American Institute of Architects, ConsensusDOCS, Payment Bonds, Performance Bonds

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Recent NLRB Decisions Condone Workplace Profanity and Insubordination - Employers Need to Know What Is Considered Protected Behavior for Employees Before Disciplinary Action

An administrative law judge (ALJ) of the National Labor Relations Board (the "Board") recently found that a Hooters employee who cursed at her co-worker during an employee bikini contest was wrongfully terminated by her employer…more

Corporate Counsel, Discipline, Insubordination Policy, NLRA, NLRB

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The New York Non-Profit Revitalization Act of 2013

Governor Cuomo signed New York's Non-Profit Revitalization Act of 2013 into law in December. Most of its provisions take effect July 1, 2014. The new law, which was designed to stimulate New York's not-for-profit industry,…more

Audits, Executive Compensation, Exempt Organizations, Non-Profits, Transparency

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Halbig v Burwell: D.C. Appeals Court Strikes Obamacare Health Insurance Subsidies

The U.S. Court of Appeals for the D.C. Circuit ruled, in a 2-to-1 decision, in Halbig v. Burwell that the IRS is not authorized under the Affordable Care Act (ACA) to provide tax credits intended to subsidize the cost of…more

Affordable Care Act, Halbig v Burwell, Health Insurance, Health Insurance Exchanges, Healthcare Reform

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New York Appeals Court Issues Important Rule B And Maritime Corporate Veil-Piercing Decision; Lenient U.S. Maritime Law Veil-Piercing Standard Should Continue To Apply In Most Instances

For the past sixty years, and until January 11, 2013, U.S. federal courts routinely have applied the comparatively expansive (and potentially creditor-friendly) "maritime law of veil piercing" when examining veil-piercing and/or…more

Alter Ego, Corporate Veil, Federal Maritime Commission

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How To Protect Yourself From Identity Theft

This year, I have heard from an increasing number of clients, colleagues and family members wanting advice on how to proactively protect themselves from becoming identity theft victims. Having been through my own personal…more

Identity Theft

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A New Reality for ESOP Fiduciaries - Company Stock Investments for Employee Participants in Retirement Plans of Public and Privately Held Companies Have Different Operating Requirements

For the ESOP fiduciary of a publicly traded employer, the Supreme Court has made clear that non-public insider information is not required to be used in reaching a decision to buy, hold or sell employer securities…more

401k, Employee Benefits, ESOP, FIfth Third Bancorp v Dudenhoeffer, Retirement

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Court Draws Line Against Union Hotel Boycotts: National Labor Relations Act Bans "Secondary Boycotts"

A recent decision of the federal appeals court in Chicago gave hotel operators some welcome protection against union-organized boycotts arising from a labor dispute. In that case, 520 S. Michigan Ave. Associates, Ltd. v. Unite…more

Appeals, Hotels, Labor Disputes, NLRB, Secondary Boycott

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Use of Payroll Cards in Illinois to Come Under Increased Statutory Scrutiny: Gov. Quinn Signs New Amendments into Law on Aug. 6, 2014, Joining a Growing Trend Across the U.S.

Effective Jan. 1, 2015, employers in Illinois will have to follow new requirements in order to pay wages using payroll cards. The Illinois Wage Payment and Collection Act (IWPCA) currently provides for wage payment by check or…more

Compliance, Payroll Cards, Wage and Hour, Wages

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FDA Report to Congress: 1997 Guidance Provides Solid Foundation for 510(k) Modification Decisions

Interested stakeholders have until June 4, 2014, to comment on the FDA's long-anticipated report to Congress that includes its Proposed Policy on the Premarket Notification Requirements for Modified Medical Devices. The FDA will…more

FDA, FDASIA, Medical Devices

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Florida Judge Quashes Subpoena in Political Taping Case

In a criminal case arising from the secret recording of a private conversation, Florida prosecutors issued a subpoena to compel a news reporter to testify in a case against a former aide to Lt. Gov. Jennifer Carroll. The…more

Absolute Privilege, First Amendment, Journalists, Motions to Quash, Subpoenas

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U.S. Supreme Court Holds Airline Entitled to ATSA Immunity in Pilot Defamation Case

In Air Wisconsin Airlines Corp. v. Hoeper, the U.S. Supreme Court has ruled that immunity may not be denied under the Aviation and Transportation Security Act (ATSA) to substantially true statements. According to the Court, "a…more

Air Wisconsin v. Hoeper, Airline Employees, Airlines, ATSA, Aviation Industry

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Ninth Circuit Revises Securities Class Action Lawsuit based on Claims of Fraud

In an unpublished opinion in The Hemmer Group v. Southwest Water Company, No. 11-56154, slip op. at 7-8 (9th Cir. Jun. 7, 2013), the U.S. Court of Appeals for the Ninth Circuit partially revived a securities class action lawsuit…more

Class Action, Financial Statements, Fraud, Pleadings

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New Department of Labor Rule to Limit Live-In Employees Eligible for Exempt Status

The Fair Labor Standards Act (FLSA) has long provided an exemption for overtime wages to employees engaged in "companionship services," such as in-home caretakers who sleep at their patients' homes. Recently, however, the…more

DOL, Employer Liability Issues, Exempt-Employees, FLSA, Home Health Care

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Employer Wellness Programs: Final Rules Issued Under the Affordable Care Act

Final regulations for wellness programs have been issued to help employers encourage healthier behaviors among their employees…more

ADA, Affordable Care Act, DOL, Final Rules, GINA

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New York Appeals Court Issues Important Rule B And Maritime Corporate Veil-Piercing Decision; Lenient U.S. Maritime Law Veil-Piercing Standard Should Continue To Apply In Most Instances

For the past sixty years, and until January 11, 2013, U.S. federal courts routinely have applied the comparatively expansive (and potentially creditor-friendly) "maritime law of veil piercing" when examining veil-piercing and/or…more

Alter Ego, Corporate Veil, Federal Maritime Commission

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CMS Announces Final Regulatory Changes to Medicare Advantage and Part D

- CMS issues final Medicare Advantage and Part D regulatory changes after a controversial proposed rule was announced earlier this year. - New requirements for the reporting and return of Medicare Advantage and Part D…more

CMS, Final Rules, Healthcare, Medicare, Medicare Advantage

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New and Improved Law to Govern Commercial Common Interest Developments in California

As of January 1, 2014, commercial common interest developments (CIDs) in California are governed by the new Commercial and Industrial Common Interest Development Act. The New Act establishes provisions specific to…more

CID, Local Ordinance, Real Estate Development, Restrictive Covenants

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Some Panhandle Development Permits Eligible for Six-Month Extension Due to Tropical Storm Karen Order

A permit and development order extension opportunity is available until January 6, 2014, for 18 Panhandle counties as a result of the threat posed to Florida by recent tropical storm activity. The extension offers an additional…more

Extensions, Natural Disasters, Permits

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Perfecting a Lien on a Florida Liquor License

The economy continues to improve, albeit slowly. With improving market conditions comes the opportunity for hospitality businesses, such as restaurants, bars, nightclubs and liquor stores, to emerge and grow. These new and…more

AB Licenses, Borrowers, Creditors, Due Diligence, Hospitality Industry

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Recent Illinois Foreclosure Decisions Favor Lenders

Since 2008, lenders in Illinois have faced heightened scrutiny and a sharp rise in lender liability claims. Nevertheless, Illinois appellate courts have recently favored lenders by upholding existing statutory protections and…more

Foreclosure, Mortgages, Professional Liability

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It’s Time to Re-Think the False Claims Act

The federal False Claims Act (FCA) is one of the government’s primary weapons in combating fraud by federal contractors, federal grantees and recipients of federal benefits. Since 1986, when the FCA was restructured into its…more

Enforcement, Enforcement Actions, False Claims Act, Federal Contractors, Fraud

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Legal Landscape and Guidance for Companies Involved in Marijuana Activity

Many states now permit the use of marijuana for medical or recreational purposes and the federal government has revised certain enforcement policies related to marijuana-related crimes. The possession, use, manufacture,…more

Congressional Investigations & Hearings, Corporate Counsel, DEA, Drug Manufacturers, Enforcement

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SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, the Securities and Exchange Commission (SEC) approved for public comment proposed "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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New Department of Labor Rule to Limit Live-In Employees Eligible for Exempt Status

The Fair Labor Standards Act (FLSA) has long provided an exemption for overtime wages to employees engaged in "companionship services," such as in-home caretakers who sleep at their patients' homes. Recently, however, the…more

DOL, Employer Liability Issues, Exempt-Employees, FLSA, Home Health Care

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Plan Fees: Hi-Lex Puts Welfare Plan Vendors on Notice

- A welfare plan administrative services only (ASO) vendor breached fiduciary duty under ERISA when it failed to properly disclose fees. - Lack of trust did not prohibit contributions from being characterized as plan…more

Benefit Plan Sponsors, Employee Benefits, ERISA, Health and Welfare Plans, Healthcare

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Governor Signs Bill Regulating Retainage on Private Construction Projects - The New Retainage Law Bolsters the Mass. Construction Industry, Promotes Development and Improves Contractors' Cash Flows

On Aug. 8, 2014, Gov. Deval L. Patrick signed into law "An Act Relative to Fair Retainage Payments in Private Construction." Massachusetts now joins numerous other jurisdictions in the regulation of retainage on private…more

Construction Contracts, Construction Disputes, Construction Litigation, Contractors, Retainage

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Court Upholds Management Deal with Union on Hotel Operations

In an important decision upholding the right of hotels to make pragmatic agreements with unions on hotel operations, the United States District Court for the Southern District of New York dismissed a claim brought by banquet…more

Contract Disputes, Corporate Management, Negotiations, Unions

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Physician-Owned Device Companies: OIG Issues Further Guidance

The Office of the Inspector General for the United States Department of Health and Human Services (OIG) issued a Special Fraud Alert on March 26, 2013 (the "2013 POD alert"), that identifies physician-owned distributorships and…more

Anti-Kickback Statute, Fraud, Healthcare, Medical Devices, OIG

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Drones in the United States: What Will It Take to Fly?

The civilian use of unmanned aerial technology — UAVs, UASs or drones — is inevitable, and right now, the government is sorting through regulatory, aviation, telecommunications, First Amendment and privacy issues. Given the…more

Drones, FAA, First Amendment, Right to Privacy, Unmanned Aircraft Systems

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IRS Provides Safe Harbor for Exclusion from Cancellation of Indebtedness Income

Rev. Proc. 2014-20, released on February 5, provides guidance regarding whether debt secured by an interest in a disregarded entity that holds real estate — rather than by the real estate itself — qualifies for the exclusion…more

Debt, Income Taxes, IRS, Property Tax, Safe Harbors

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ASBCA Rejects DCAA's Methodology for Determining Reasonableness of Executive Compensation

A defense contractor recently won a rare victory over the Defense Contract Audit Agency (“DCAA”) in the highly contentious struggle over the allowability of executive compensation costs…more

DCAA, Executive Compensation

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Crisis in Ukraine: U.S. Imposes Additional Sanctions Targeting President Putin's Inner Circle

The United States has blocked the assets of a number of senior Russian officials considered to be part of President Putin's inner circle as well as the assets of one Russian bank owned by targeted officials. U.S. companies are…more

Foreign Policy, Russia, Sanctions, Ukraine

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2014 Legislative Update: Environment, Growth Management and Water

CS/CS/CS/HB 325 amends statutory provisions relating to the brownfield program and modifies the procedures for establishing a brownfield area. The bill also authorizes the local government designating a brownfield area to use a…more

Brownfield Properties, Legislative Agendas, Pending Legislation, Proposed Amendments, Proposed Legislation

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OPR Proposes to Increase CEQA’s Costs, Complexity, and Litigation Risks with SB 743 Implementation

On August 6, 2014, the Governor's Office of Planning and Research (OPR) issued proposed revisions to the California Environmental Quality Act (CEQA) guidelines implementing SB 743 – the Sacramento Kings arena bill – carried by…more

CEQA, CEQA Reform, Environmental Liability, Environmental Policies, Public Transit

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Second Circuit Holds In-House Lawyer Precluded from Blowing Whistle on Former Employer

The Second Circuit issued an opinion tackling the interplay between an attorney's ethical obligation to maintain client confidences and the ability to act as a "whistleblower" to report unlawful conduct to the government. The…more

Anti-Kickback Statute, Confidentiality Rule, Corporate Counsel, False Claims Act, Legal Ethics

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Virginia Supreme Court Awards Lost Profits for Breach of Non-Compete Provision in Government Subcontract

For the first time, the Supreme Court of Virginia has provided specific guidance on how to calculate damages for the breach of a non-compete/exclusivity provisions of a contract where the breach resulted in the loss of a…more

Accenture, Damages, Defense Logistics Agency, GP Consulting, Non-Compete Agreements

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Commission-Based Sales Agreements for Medical Supplies and Equipment: More Whistleblower Activity on the Horizon? - A Wide Range of Industries Should Evaluate Their Compensation Practices to Help Minimize Their Risk of Potential FCA Violations

The common industry practice of compensating independent contractor sales representatives on a "percentage of sales" commission basis may be creating an enhanced risk of False Claims Act liability for illegal kickbacks in light…more

Anti-Kickback Statute, Distributors, Durable Medical Equipment, Enforcement, False Claims Act

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Federal Appellate Court Finds Key U.S. Discovery Tool Can Be Used to Aid Foreign Arbitrations

The Eleventh Circuit, the federal appellate court for the southeast region of the U.S. including Florida, in In re Consorcio Ecuatoriano de Telecomunicaciones S.A., recently decided a case with broad implications for foreign…more

28 U.S.C. §1782, Discovery, Foreign Jurisdictions, International Arbitration, Tribunals

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Supreme Court Issues New "Reasonable Observer" Test on What Constitutes a Vessel

In Lozman v. City of Riviera Beach, Florida, No. 11-626 (January 15, 2013), the U.S. Supreme Court "reformulated" the definition of "vessel." It explained that an objective test, which looks to the physical characteristics of a…more

Reasonable Observer Test, SCOTUS, Vessels

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Congress Authorizes GAO to Charge Bid Protest Filing Fees

Most procurement officials would likely agree with Secretary Gansler's frustration at the ease with which unsuccessful bidders can initiate bid protests and thereby hold up important procurements. But his reference to "the price…more

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Aviation Defendants Contend with Challenges to Federal Jurisdiction

- An aircraft manufacturer's ability to remove a case to federal court based on admiralty jurisdiction involved consideration of whether "injury became inevitable" while the aircraft was still over water. …more

Aircraft, Asiana, Federal Admiralty Law, Federal Jurisdiction, FSIA

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Legal Duties To Avert, Mitigate, And Recover From Cyber Attacks On The Grid

Introduction. In this brief essay, we have two objectives: first, to provide a glimpse at the complexities that will be faced by electric power utilities, wholesale power generators, power grid operators and their customers if…more

Board of Directors, Cyber Attacks, Cybersecurity, Electricity, FERC

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DOJ Secures $200,000 Lobbying Disclosure Act Penalty

A default judgment secured in U.S. v. Biassi Business Services Inc., D.D.C. may be indicative of a more aggressive Lobbying Disclosure Act (LDA) enforcement policy, and the U.S. Attorney's Office is considering pursuing criminal…more

DOJ, Enforcement, Enforcement Actions, Lobbying, Lobbying Disclosure Act

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Massachusetts Court Awards Attorneys' Fees for In-House Counsel's Work: The State Is the Latest To Recognize Shifting of In-House Counsel Fees

In a question of first impression, the Massachusetts Court of Appeals recently held that trial court judges have discretion to award attorneys' fees for work performed by in-house counsel for claims brought under the state's…more

Attorney's Fees, Unfair Trade Practices Act

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Here's What's Missing from Your Company's Social Media Policy

For a legal perspective, we asked attorneys writing on JD Supra to tell us what, in their experience, they most often found to be missing from workplace social media policies. We knew that a roundtable of responses would make…more

Bring Your Own Device, Legal Perspectives, NLRA, NLRB, Social Media

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Estate Planning with Portability: Not a Panacea

When Congress resolved the fiscal cliff crisis early this year, it brought permanence to estate, gift and generation-skipping transfer tax laws that had been in flux for over a decade. In short, the American Taxpayer Relief Act…more

American Taxpayer Relief Act, Estate Planning, Estate-Tax Exemption, Generation-Skipping Transfer, Gift-Tax Exemption

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Florida Supreme Court Limits Application of the Economic Loss Rule to Product Liability Cases

Earlier today, the Florida Supreme Court published an important decision in Tiara Condominium Association, Inc., etc. v. Marsh & McLennan Companies, Inc., et al., No. SC10-1022 (March 7, 2013). The case was before the court on a…more

Economic Damages, Economic Loss Doctrine, Insurers

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Fiscal Year 2014 National Defense Authorization Act: A Cut to Contractor Compensation and Other Procurement Provisions

The National Defense Authorization Act for FY 2014 ("NDAA"), signed into law on December 26, 2013, contains a number of provisions relating to government procurement, perhaps most significantly a decrease in the amount of…more

Contractors, Department of Defense, Federal Contractors, Federal Procurement Systems, GAO

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A New Reality for ESOP Fiduciaries - Company Stock Investments for Employee Participants in Retirement Plans of Public and Privately Held Companies Have Different Operating Requirements

For the ESOP fiduciary of a publicly traded employer, the Supreme Court has made clear that non-public insider information is not required to be used in reaching a decision to buy, hold or sell employer securities…more

401k, Employee Benefits, ESOP, FIfth Third Bancorp v Dudenhoeffer, Retirement

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United States v. Windsor: A New Direction in Planning for Same-Sex Couples

On June 26, 2013, the U.S. Supreme Court in United States v. Windsor1 overturned Section 3 of the Defense of Marriage Act ("DOMA"), which had defined marriage as a union between a man and a woman.2 As a result, married same-sex…more

Civil Unions, Divorce, DOMA, Domestic Partnership, Estate Planning

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Nasdaq Proposes Amendments to Compensation Committee Member Independence Rules

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to amend its listing rules relating to compensation committee member independence. The…more

Compensation Committee, Nasdaq, NYSE, SEC

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Raising Loan-to-Value with a Credit Tenant Lease

As the commercial real estate debt market continues to rise, owners and developers are becoming aware of an alternative to more traditional financing products – credit tenant lease finance. In some instances, credit tenant lease…more

Commercial Leases, Commercial Real Estate Market, Tenants

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Delaware Court of Chancery Upholds Forum Selection Provisions in Board-Adopted Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for…more

Board of Directors, Bylaws, Forum, Forum Selection Clause, Jurisdiction

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Landmark Decision Issued on Proper Environmental Baseline under

In a recent landmark California Environmental Quality Act ("CEQA") decision, Neighbors for Smart Rail v. Exposition Metro Line Construction Authority (2013) 57 Cal.4th 439 (Smart Rail), the California Supreme Court issued its…more

CEQA, Environmental Policies, Public Transit, Smart Rail

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Chicago Continues to Aggressively Regulate Foreclosed Properties with New Requirements on Tenant Leases

In early June, the City of Chicago passed the "Keep Chicago Renting" ordinance (SO2012-5127), which requires that the owner of foreclosed properties offer existing tenants renewal of their lease or pay expenses to the tenant for…more

Foreclosure, Leases, Local Ordinance, Municipalities, Relocation Assistance

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Some Panhandle Development Permits Eligible for Six-Month Extension Due to Tropical Storm Karen Order

A permit and development order extension opportunity is available until January 6, 2014, for 18 Panhandle counties as a result of the threat posed to Florida by recent tropical storm activity. The extension offers an additional…more

Extensions, Natural Disasters, Permits

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SEC Requires First Admission of Wrongdoing Under Revised Settlement Policy

On August 19, 2013, the SEC announced that it settled with a hedge fund and its manager (the defendants) and required them to admit wrongdoing. In the consent, the defendants admit to a series of facts, including that the…more

Admissions of Liability, Disclosure, Fraud, Investment Funds, Investors

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New Conflict-Minerals Disclosure Rules Impact U.S. and Foreign Companies Using or Supplying Minerals

The Securities and Exchange Commission (SEC) recently approved the much debated "conflict minerals" due diligence disclosure rules originally developed in the Dodd-Frank Wall Street Reform Act of 2010. The rules, which were…more

Conflict Mineral Rules, Corporate Social Responsibility, Disclosure Requirements, Dodd-Frank, SEC

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White House Issues Cybersecurity Executive Order

The long-awaited cybersecurity executive order (EO), which will ultimately establish national cybersecurity standards for critical infrastructure, was issued by President Obama on February 12, 2013. At the same time, the White…more

Barack Obama, Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, DHS

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Commission-Based Sales Agreements for Medical Supplies and Equipment: More Whistleblower Activity on the Horizon? - A Wide Range of Industries Should Evaluate Their Compensation Practices to Help Minimize Their Risk of Potential FCA Violations

The common industry practice of compensating independent contractor sales representatives on a "percentage of sales" commission basis may be creating an enhanced risk of False Claims Act liability for illegal kickbacks in light…more

Anti-Kickback Statute, Distributors, Durable Medical Equipment, Enforcement, False Claims Act

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Revenue Ruling Confirms that IRS Will Recognize Same-Sex Marriages, But Not Civil Unions or Registered Domestic Partnerships

The recent U.S. Supreme Court decision inUnited States v. Windsor overturning Section 3 of the Defense of Marriage Act (DOMA) raised several questions regarding the federal tax treatment of same-sex couples. (See Holland &…more

Civil Unions, DOMA, Domestic Partnership, Employee Benefits, IRS

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A Victory for Property Rights: U.S. Supreme Court Rules for Developers Seeking Permit Approvals

On June 25, 2013, the U.S. Supreme Court handed down arguably one of the most influential Takings Clause decisions since the Kelo v. City of New London1 ruling in 2005. In a 5-4 decision in Koontz v. St. Johns River Water…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Meals and Golf Outings Paid For By Subcontractors May Trigger Double Damages Under Anti-Kickback Act

Federal prime contractors and subcontractors should consider reviewing and updating compliance procedures and employee training relating to entertainment and other business development gratuities in the wake of the Fifth…more

Anti-Kickback Statute, Compliance, Contractors, Meal and Entertainment Expenditures, Subcontractors

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Proposed Endangered Species Act Regulations Would Revise Rules And Protections Related To "Critical Habitat" - Proposal Would Significantly Expand Critical Habitat Protection Under The Federal Endangered Species Act

HIGHLIGHTS - - The proposed regulations would considerably change the regulatory definitions related to "critical habitat" and "adverse modification," increasing agency discretion to designate and protect areas that do…more

Critical Habitat, ESA, Fish and Wildlife Service, National Marine Fisheries Service, Proposed Regulation

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New Campus Security Laws Take Effect This Month

A key section of the comprehensive federal legislation passed last year to prevent and address violence against women on campuses nationally takes effect this month. It is critical for educational institutions to understand what…more

Colleges, Domestic Violence, Educational Institutions, Sexual Assault, Stalking

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Mexico Energy Reform Update: Key "Secondary Laws" Proposed - President Peña Nieto Sends Senate Laws And Amendments To Bring Private Investment To Oil, Gas And Electricity Industries

A pivotal step in Mexico's game-changing energy reform process was taken this week when President Enrique Peña Nieto asked the Mexican Senate to pass new energy-related laws and amend existing ones…more

Energy, Energy Reform, Mexico, Oil & Gas

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SEC Division of Enforcement Realigning Focus

Andrew Ceresney, the new co-head of the Division of Enforcement for the SEC, recently remarked that the agency is shifting its efforts to focus on areas that have not received as much attention in the years following the…more

Complex Financial Products, Corporate Fraud, Enforcement, False Reporting, SEC

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What to expect from FCC Post-Governement Shutdown

Telecommunications Partner Bill LeBeau discusses current issues pending with the Federal Communications Commission (FCC) and what regulatory changes companies should expect in the coming months. …more

FCC, Government Shutdown

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IRS Announces Easing Of FATCA Enforcement For 2014 And 2015

HIGHLIGHTS - - The IRS has issued a Notice detailing temporary modifications to its enforcement rules having to do with the Foreign Account Tax Compliance Act. - Under IRS Notice 2014-33, 2014 and 2015 will be…more

Banks, FATCA, International Tax Issues, IRS, Nonbank Firms

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Revenue Ruling Confirms that IRS Will Recognize Same-Sex Marriages, But Not Civil Unions or Registered Domestic Partnerships

The recent U.S. Supreme Court decision inUnited States v. Windsor overturning Section 3 of the Defense of Marriage Act (DOMA) raised several questions regarding the federal tax treatment of same-sex couples. (See Holland &…more

Civil Unions, DOMA, Domestic Partnership, Employee Benefits, IRS

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Some Panhandle Development Permits Eligible for Six-Month Extension Due to Tropical Storm Karen Order

A permit and development order extension opportunity is available until January 6, 2014, for 18 Panhandle counties as a result of the threat posed to Florida by recent tropical storm activity. The extension offers an additional…more

Extensions, Natural Disasters, Permits

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Fifth Circuit Limits the Reach of ESA "Take Liability" for State Regulatory Agencies Based on "Proximate Causation" Principles

The Fifth Circuit's decision provides important legal and factual guidance for whether an action will cause a "take" under the ESA. While the decision only affects states covered by the Fifth Circuit (Texas, Louisiana and…more

Endangered Species, Endangered Species Act, ESA Listings, Proximate Cause

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Who's the Boss? In Vance, Supreme Court Defines "Supervisor" for Purposes of Title VII Harassment Claims

Since two landmark U.S. Supreme Court decisions in 1998, the courts have applied different rules to sexual and other discriminatory harassment claims under Title VII of the Civil Rights Act of 1964 ("Title VII") based on whether…more

EEOC, Harassment, Hiring & Firing, SCOTUS, Supervisors

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Washington's Unprecedented Bid to Supplant State Insurance Regulators

In mid-October, Prudential Financial Inc. dropped its fight against being designated as a systemically important financial institution (SIFI) by the Treasury Department's Financial Stability Oversight Council. When the oversight…more

AIG, Dodd-Frank, Federal Reserve, Insurers, Prudential

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United States v. Windsor: A New Direction in Planning for Same-Sex Couples

On June 26, 2013, the U.S. Supreme Court in United States v. Windsor1 overturned Section 3 of the Defense of Marriage Act ("DOMA"), which had defined marriage as a union between a man and a woman.2 As a result, married same-sex…more

Civil Unions, Divorce, DOMA, Domestic Partnership, Estate Planning

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Employment Classification Lessons Learned From Scantland v. Jeffry Knight Inc.

A recent Eleventh U.S. Circuit Court of Appeals decision issued a strong admonition to employers: the misclassification of workers as independent contractors rather than employees may have serious financial and operational…more

DOL, Employee Rights, Employer Liability Issues, FLSA, Full-Time Employees

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OPR Proposes to Increase CEQA’s Costs, Complexity, and Litigation Risks with SB 743 Implementation

On August 6, 2014, the Governor's Office of Planning and Research (OPR) issued proposed revisions to the California Environmental Quality Act (CEQA) guidelines implementing SB 743 – the Sacramento Kings arena bill – carried by…more

CEQA, CEQA Reform, Environmental Liability, Environmental Policies, Public Transit

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IRS Extends FATCA Registration Deadline to May 5, 2014

HIGHLIGHTS: - Foreign financial institutions must perform due diligence to identify their U.S.-owned accounts and report them to the IRS, as well as act as a withholding agent for payments to other foreign entities…more

Banks, Due Diligence, FATCA, FFI, Foreign Banks

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FCC Regulations On Phone Call Captioning Held To Be Arbitrary and Capricious

On June 20, 2014, the D.C. Circuit Court of Appeals vacated two FCC regulations on phone call captioning technology designed for the hearing impaired, holding that the rules were made arbitrarily and capriciously in violation of…more

Administrative Procedure Act, CaptionCall, Disability, FCC, Technology

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No Claim Is Too Small: Copyright Office Proposes Small Claims Tribunal

The U.S. Copyright Office has proposed legislation that would enable copyright owners to enforce their rights in a streamlined alternative to federal court litigation designed for smaller-value claims. …more

Copyright, Copyright Office, Small Claims Court

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Advanced Energy Manufacturing Tax Credits Available

The Department of Energy and Department of Treasury announced on February 7, 2013, that they have $150 million in leftover/returned tax credits available for Clean Energy Manufacturers under the Section 48C Advanced Energy…more

American Taxpayer Relief Act, Clean Energy, DOE, Manufacturers, Renewable Energy

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Division of Corporation Finance Releases New CDIs

The SEC recently released new Compliance and Disclosure Interpretations (CDIs) on a variety of topics under the Securities Act, the Exchange Act and Regulation S-K. A brief summary of some of these new CDIs is presented below…more

Compliance, Disclosure Requirements, Executive Compensation, Regulation S-K, Rule 144A

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NLRB Forces Restaurant to Allow Posters Insinuating Germ-Infested Food - Section 7 of the National Labor Relations Act Guarantees All Workers the Right to Engage in "Concerted Activities for … Mutual Aid or Protection"

The Jimmy John's sandwich franchise must have been surprised to learn that it had violated federal labor law when its disciplined employees who had posted hundreds of signs around its outlets suggesting that its sandwiches might…more

Employee Rights, NLRA, NLRB, Restaurant Industry, Unions

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2013 Florida Legislative Session Recap

Prior to the start of the 2013 Florida legislative session, President Gaetz and Speaker Weatherford outlined a joint agenda that included tackling ethics, elections, campaign finance, state pensions and higher education. The…more

New Legislation, Proposed Legislation, State Budgets

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New ITIN Procedures Complicate U.S. Tax Compliance

On June 22, 2012, the IRS announced interim changes, including more stringent requirements, to its procedures for issuing new individual taxpayer identification numbers (ITINs). ITINs are nine-digit numbers issued for tax…more

Foreign Taxpayers, IRS, ITIN

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Conflict Minerals Reporting Requirements

International Trade Partner Ron Oleynik and Public Affairs Advisor Paolo Mastrangelo succinctly explain the due diligence process for companies with conflict minerals in their products and the need for transparency in their…more

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New Ethics Law Could Affect Companies Doing Business with Florida State Agencies and Local Governments

The Florida Legislature recently passed Senate Bill 2, a wide-ranging ethics law that could affect companies that do business with state agencies and local governments in Florida…more

Ethics, Penalties, Reporting Requirements, Solicitation Provisions, Vendors

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DDTC Ups the Ante on Data Gathering from ITAR-Registered Companies and Introduces Electronic Filing

Pursuant to the International Traffic in Arms Regulations (ITAR), the U.S. Department of State Directorate of Defense Trade Controls (DDTC) has issued a revised Statement of Registration (DS-2032) form and now allows it to be…more

DDTC, Disclosure Requirements, Electronic Filing, ITAR, Registration

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Condo Hotel Branding: Benefits and New Risks with Rule 506(c) - Condo Hotel Projects Sold as Exempt Securities Require Informed Decisions by Brand Operators

Condominium hotels are a subject of renewed interest, buoyed by the rising tide for real estate generally. These projects are also encouraged by favorable trends for financing under the SEC's new Rule 506(c) that allows "general…more

Commercial Real Estate Market, Condominiums, Crowdfunding, Financing, General Solicitation

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A New Reality for ESOP Fiduciaries - Company Stock Investments for Employee Participants in Retirement Plans of Public and Privately Held Companies Have Different Operating Requirements

For the ESOP fiduciary of a publicly traded employer, the Supreme Court has made clear that non-public insider information is not required to be used in reaching a decision to buy, hold or sell employer securities…more

401k, Employee Benefits, ESOP, FIfth Third Bancorp v Dudenhoeffer, Retirement

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New Campus Security Laws Take Effect This Month

A key section of the comprehensive federal legislation passed last year to prevent and address violence against women on campuses nationally takes effect this month. It is critical for educational institutions to understand what…more

Colleges, Domestic Violence, Educational Institutions, Sexual Assault, Stalking

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Fair Use and the Digital Campus: Court Says University Doesn’t Need Permission from Publishers to Give Students Course Packs Via E-Reserve System

Classroom interests and publishing house interests often conflict with respect to access to educational content. Educational institutions (among others) support open or low-cost access to this content, citing the value of…more

Cambridge University Press, Copyright, Fair Use, Royalties

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Florida Judge Quashes Subpoena in Political Taping Case

In a criminal case arising from the secret recording of a private conversation, Florida prosecutors issued a subpoena to compel a news reporter to testify in a case against a former aide to Lt. Gov. Jennifer Carroll. The…more

Absolute Privilege, First Amendment, Journalists, Motions to Quash, Subpoenas

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Obama Administration Releases Proposed Rule on "Waters of the United States"

The U.S. Army Corps of Engineers and the U.S. Environmental Protection Agency released a proposed rule that will impact many segments of the U.S. economy, greatly expanding future permitting requirements. The proposed rule will…more

Clean Water Act, EPA, Jurisdiction, US Army Corps of Engineers, Waters of the United States

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DOJ Shifts Stance on False Statements Prosecutions - A Change That Could Have a Major Impact on Future White Collar Investigations and Prosecutions

The U.S. Department of Justice (DOJ) recently adopted a more defense-friendly position on criminal prosecutions under a commonly used federal charging statute, Section 1001. This statute makes it a crime to "knowingly and…more

Criminal Prosecution, DOJ, Enforcement, Enforcement Actions, False Statements

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Class Action Waivers in Employment Arbitration Agreements Enforceable - Landmark California Supreme Court Ruling Is Positive for Employers in Class Action Cases But Not PAGA Claims

In an opinion filed June 23, 2014, Iskanian v. CLS Transportation Los Angeles, LLC,(Iskanian) the California Supreme Court gave employers some relief when faced with class action suits. The court's significant decision will…more

Arbitration, Class Action, Class Action Arbitration Waivers, CLS Transportation, Employer Liability Issues

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Massachusetts Employers May Be Liable to Out-of-State Employees Misclassified as Independent Contractors

Massachusetts employers have long labored under the strictures of the Massachusetts independent contractor statute, General Laws c. 149, §148B, which makes it exceptionally difficult to engage workers in Massachusetts as…more

Employer Liability Issues, Independent Contractors, Misclassification, Unpaid Overtime, Unpaid Wages

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CMS Announces Final Regulatory Changes to Medicare Advantage and Part D

- CMS issues final Medicare Advantage and Part D regulatory changes after a controversial proposed rule was announced earlier this year. - New requirements for the reporting and return of Medicare Advantage and Part D…more

CMS, Final Rules, Healthcare, Medicare, Medicare Advantage

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OPR Proposes to Increase CEQA’s Costs, Complexity, and Litigation Risks with SB 743 Implementation

On August 6, 2014, the Governor's Office of Planning and Research (OPR) issued proposed revisions to the California Environmental Quality Act (CEQA) guidelines implementing SB 743 – the Sacramento Kings arena bill – carried by…more

CEQA, CEQA Reform, Environmental Liability, Environmental Policies, Public Transit

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United States v. Windsor: A New Direction in Planning for Same-Sex Couples

On June 26, 2013, the U.S. Supreme Court in United States v. Windsor1 overturned Section 3 of the Defense of Marriage Act ("DOMA"), which had defined marriage as a union between a man and a woman.2 As a result, married same-sex…more

Civil Unions, Divorce, DOMA, Domestic Partnership, Estate Planning

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Auditing the Adults: U.S. Insurance Regulators' Increased Focus on Non-Insurer Parents

Originally published in LIMRA Regulatory Review on 1/2013 If there is one change in U.S. insurance regulation that directly resulted from the financial crisis of 2008, it is the expansion of regulatory oversight of the…more

Affiliates, Audits, Compliance, Confidentiality, Enterprise Risks

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Second Circuit Holds In-House Lawyer Precluded from Blowing Whistle on Former Employer

The Second Circuit issued an opinion tackling the interplay between an attorney's ethical obligation to maintain client confidences and the ability to act as a "whistleblower" to report unlawful conduct to the government. The…more

Anti-Kickback Statute, Confidentiality Rule, Corporate Counsel, False Claims Act, Legal Ethics

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The FCC and Net Neutrality: Classic Washington 'Cut the Baby In Half' Approach

Everyone awaits a definite statement from the White House to see if the President will stand by his 2007 campaign position, which was in lockstep with liberal support for net neutrality, or if he will about-face on another one…more

FCC, First Glance, Internet, Legal Perspectives, Net Neutrality

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District Court Holds Guyana Not a Party to Warsaw Convention

- In deciding treaty status, courts place "controlling importance" on the governmental conduct of the countries at issue. - Guyana's post-independence accession to other treaties – but its failure to formally accede to the…more

International Treaties, Treaties, Warsaw Convention

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Court Holds the Chancery Court's Nonpublic Arbitrations Violate the First Amendment

In April 2009, the Delaware General Assembly amended the rules governing disputes in the Court of Chancery to give the court power to arbitrate business disputes before a member of the Court of Chancery. The arbitration required…more

Arbitration, First Amendment

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FinCEN Doubles Down on Casinos with Heightened Regulatory Expectations - Casino Managers and Tribal Gaming Commissioners Need to Be Proactive with Anti-Money Laundering Compliance Initiatives

For the second time in nine months, Financial Crimes Enforcement Network (FinCEN) Director Jennifer Shasky Calvery has publicly addressed FinCEN's increasing concerns regarding casino compliance with the Bank Secrecy Act (BSA),…more

Anti-Money Laundering, Audits, Casinos, FinCEN, Indian Gaming

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New York Appeals Court Issues Important Rule B And Maritime Corporate Veil-Piercing Decision; Lenient U.S. Maritime Law Veil-Piercing Standard Should Continue To Apply In Most Instances

For the past sixty years, and until January 11, 2013, U.S. federal courts routinely have applied the comparatively expansive (and potentially creditor-friendly) "maritime law of veil piercing" when examining veil-piercing and/or…more

Alter Ego, Corporate Veil, Federal Maritime Commission

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Hotel Owner/Operator Disputes: To Mediate or Not to Mediate

That is the question. The answer is really more about how to mediate, rather than whether to mediate. It’s also about when to mediate..…more

Hotels, Mediation

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The American Taxpayer Relief Act of 2012: What It Means for You

In the final hour of January 1, 2013, Congress passed The American Taxpayer Relief Act of 2012 (the "Act"), which in part addressed the dramatic sunset of favorable federal estate, gift and generation-skipping tax exemption…more

American Taxpayer Relief Act, Capital Gains, Dividends, Estate Tax, Fiscal Cliff

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A New Reality for ESOP Fiduciaries - Company Stock Investments for Employee Participants in Retirement Plans of Public and Privately Held Companies Have Different Operating Requirements

For the ESOP fiduciary of a publicly traded employer, the Supreme Court has made clear that non-public insider information is not required to be used in reaching a decision to buy, hold or sell employer securities…more

401k, Employee Benefits, ESOP, FIfth Third Bancorp v Dudenhoeffer, Retirement

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Issuance of the Mexican Secondary Laws in Connection with the Constitutional Energy Reform

As of Aug. 11, 2014, all the secondary laws pertaining to the Mexican Energy Reform (published Dec. 20, 2013), were published in the Mexican Official Gazette. The scope of the secondary laws published on Aug. 11, 2014,…more

Energy Reform, Mexico, Oil & Gas

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Conflict Minerals Reporting Requirements

International Trade Partner Ron Oleynik and Public Affairs Advisor Paolo Mastrangelo succinctly explain the due diligence process for companies with conflict minerals in their products and the need for transparency in their…more

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Crisis in Ukraine: U.S. Imposes Additional Sanctions Targeting President Putin's Inner Circle

The United States has blocked the assets of a number of senior Russian officials considered to be part of President Putin's inner circle as well as the assets of one Russian bank owned by targeted officials. U.S. companies are…more

Foreign Policy, Russia, Sanctions, Ukraine

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IRS Changes the Streamlined Filing Compliance Procedures and Offshore Voluntary Disclosure Program (OVDP) - Determining Your Most Advantageous Route Is Imperative

The IRS announced substantial changes to both the Streamlined Filing Compliance Procedures for Non-Resident, Non-Filer Taxpayers and the Offshore Voluntary Disclosure Program (OVDP) on June 18, 2014…more

Compliance, FATCA, FBAR, IRS, OVDP

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Issuance of the Mexican Secondary Laws in Connection with the Constitutional Energy Reform

As of Aug. 11, 2014, all the secondary laws pertaining to the Mexican Energy Reform (published Dec. 20, 2013), were published in the Mexican Official Gazette. The scope of the secondary laws published on Aug. 11, 2014,…more

Energy Reform, Mexico, Oil & Gas

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IRS Unveils New Compliance Program

According to the Miriam Webster dictionary, credibility is defined as "the quality or power of inspiring belief." When IRS Commissioner John Koskinen took office, one of his many roles involved trying to restore the integrity of…more

Compliance, FBAR, Income Taxes, International Tax Issues, IRS

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Decisions Do Not Apply "Jewel Doctrine" to Departed Partners' Fees - Legal Fees Earned by Departed Partners in Now-Defunct Law Firms Determined Not to Be Property of the Bankrupt Firm

A California District Court recently held that a bankruptcy trustee could not claim a property interest in the hourly fee matters pending at the now-dissolved Heller Ehrman LLP law firm. This June California decision was…more

Business Assets, Commercial Bankruptcy, Dissolution, Heller Ehrman, Insolvency

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In Final Guidance, IRS Broadens General Welfare Safe Harbors for Tribal Programs - New Guidance Provides Planning Opportunities for Tribes

After receiving more than 120 written comments on how the IRS should apply the general welfare exclusion to Indian tribal government programs, the IRS has issued final guidance detailing how tribal programs may take advantage of…more

benefits, General Welfare Doctrine Benefits, General Welfare Exclusion, Internal Revenue Code, IRS

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Eleventh Circuit Affirms Dismissal of Injury Claim in Airline Bumping Case

The ruling by the U.S. Court of Appeals for the Eleventh Circuit in Campbell v. Air Jamaica, Ltd. is a favorable one for the aviation industry. The court confirmed that non-economic damages, including emotional distress and…more

Airlines, Bodily Injury, Dismissals

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New ITIN Procedures Complicate U.S. Tax Compliance

On June 22, 2012, the IRS announced interim changes, including more stringent requirements, to its procedures for issuing new individual taxpayer identification numbers (ITINs). ITINs are nine-digit numbers issued for tax…more

Foreign Taxpayers, IRS, ITIN

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Court Says "Porch-Like Structures" Do Not Violate ADA

In an important decision for retailers and other public accommodations, the Tenth Circuit overturned a lower court decision requiring that every "porch-like" entrance to Hollister retail establishments be remediated to be…more

ADA, Corporate Counsel, Disability, Disability Discrimination, Reasonable Accommodation

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Prior Restraint Vacated in Lawsuit by Haiti's Prime Minister

A federal district judge in Miami vacated a prior restraint forbidding a U.S.-based Haitian journalist from ever publishing anything relating to the prime minister of Haiti. Prime Minister Laurent Lamothe sued Leo Joseph for…more

Defamation, Free Speech, Prior Restraint

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$41.7 Million Jury Verdict Against School Triggers Scrutiny of Travel Abroad Programs

The $41.7 million jury verdict last week against The Hotchkiss School in Lakeville, Connecticut sent shock waves through the independent school community. A 15-year-old Hotchkiss student suffered insect bites on a…more

Jury Verdicts, School Safety, Travel

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City of Ceres: California Appeals Court CEQA Decision Complicates Whether Agencies' Communications with Developers Are Privileged

On July 8, 2013, the Fifth District of the California Court of Appeal issued Citizens for Ceres v. Super. Ct. of Stanislaus County (Case No. F065690 (Cal. Ct. App. 5th, July 8, 2013)) (Ceres), a perplexing opinion holding that…more

Attorney-Client Privilege, CEQA, Common-Interest Privilege

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Issuance of the Mexican Secondary Laws in Connection with the Constitutional Energy Reform

As of Aug. 11, 2014, all the secondary laws pertaining to the Mexican Energy Reform (published Dec. 20, 2013), were published in the Mexican Official Gazette. The scope of the secondary laws published on Aug. 11, 2014,…more

Energy Reform, Mexico, Oil & Gas

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New and Improved Law to Govern Commercial Common Interest Developments in California

As of January 1, 2014, commercial common interest developments (CIDs) in California are governed by the new Commercial and Industrial Common Interest Development Act. The New Act establishes provisions specific to…more

CID, Local Ordinance, Real Estate Development, Restrictive Covenants

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Revenue Ruling Confirms that IRS Will Recognize Same-Sex Marriages, But Not Civil Unions or Registered Domestic Partnerships

The recent U.S. Supreme Court decision inUnited States v. Windsor overturning Section 3 of the Defense of Marriage Act (DOMA) raised several questions regarding the federal tax treatment of same-sex couples. (See Holland &…more

Civil Unions, DOMA, Domestic Partnership, Employee Benefits, IRS

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Fake Affiliate Registrations Can Trigger RICO Claims

The Racketeering Influenced Corrupt Organizations Act (RICO) (18 U.S.C. § 1962) is a federal civil and criminal statute originally designed to thwart organized crime. It has been previously used to prosecute, among others, the…more

Affiliates, Anti-Corruption, Corruption, Foreign Affiliates, Racketeering

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Delaware Court of Chancery Upholds Forum Selection Provisions in Board-Adopted Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for…more

Board of Directors, Bylaws, Forum, Forum Selection Clause, Jurisdiction

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District Court Reaffirms that Service Provider will be Granted Immunity under Section 230 of the Communications Decency Act

Via Section 230, the Communications Decency Act (CDA) provides broad immunity for service providers, hosts and website operators for claims stemming from their publication of information created by third parties. Specifically,…more

Communications Decency Act, Hewlett-Packard, Internet Service Providers

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Massachusetts Court Awards Attorneys' Fees for In-House Counsel's Work: The State Is the Latest To Recognize Shifting of In-House Counsel Fees

In a question of first impression, the Massachusetts Court of Appeals recently held that trial court judges have discretion to award attorneys' fees for work performed by in-house counsel for claims brought under the state's…more

Attorney's Fees, Unfair Trade Practices Act

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Massachusetts Court Awards Attorneys' Fees for In-House Counsel's Work: The State Is the Latest To Recognize Shifting of In-House Counsel Fees

In a question of first impression, the Massachusetts Court of Appeals recently held that trial court judges have discretion to award attorneys' fees for work performed by in-house counsel for claims brought under the state's…more

Attorney's Fees, Unfair Trade Practices Act

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Estate Planning with Portability: Not a Panacea

When Congress resolved the fiscal cliff crisis early this year, it brought permanence to estate, gift and generation-skipping transfer tax laws that had been in flux for over a decade. In short, the American Taxpayer Relief Act…more

American Taxpayer Relief Act, Estate Planning, Estate-Tax Exemption, Generation-Skipping Transfer, Gift-Tax Exemption

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IRS Extends FATCA Registration Deadline to May 5, 2014

HIGHLIGHTS: - Foreign financial institutions must perform due diligence to identify their U.S.-owned accounts and report them to the IRS, as well as act as a withholding agent for payments to other foreign entities…more

Banks, Due Diligence, FATCA, FFI, Foreign Banks

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Executive Order on Drone Privacy Expected

The Obama Administration informed various sources that President Obama plans to issue an executive order to develop privacy guidelines for using commercial unmanned aerial systems (UAS) - also referred to as drones…more

Drones, Executive Orders, NTIA, Privacy Laws, U.S. Commerce Department

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Florida Court: Blogger Entitled To A Pre-Suit Retraction Demand For Alleged Defamatory Comments

In Comins v. VanVoorhis, a Florida court has addressed the question of whether bloggers should be treated as "publishers" under defamation and libel law..…more

Defamation, First Amendment, Libel

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Getting To The Real Issue On The Senate Subcommittee's Advertising Report

The "Security" Part - When reading the Majority and Minority Staff Report from the Permanent Subcommittee on Investigations ("The Subcommittee") regarding the "Hidden Hazards to Consumer Security and Data Privacy" was…more

Advertising, Cybersecurity, Data Protection, NSA, Online Advertisements

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HIPAA Business Associate Agreements - 7 Things to Know Before the HITECH Deadline

Covered entities and business associates have only until September 22, 2014 to update business associate agreements that were in place as of January 25, 2013. For those members of the health industry and their vendors that are…more

Business Associates, Compliance, Covered Entities, Deadlines, HIPAA

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The Supreme Court's Noel Canning Decision and the NLRB's Response

Since the Supreme Court affirmed a decision by the D.C. Circuit Court of Appeals on June 26, 2014, invalidating President Obama's appointment in January 2012 of three members to the National Labor Relations Board, the NLRB has…more

Appeals, Barack Obama, Canning v NLRB, NLRB, Recess Appointments

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Under FLSA Section 203(o) Does the Term "Changing Clothes" Include the Time a Manufacturing Employee Spends Putting On and Taking Off Safety Equipment?

For minimum wage and over-time purposes, Section 203(o) of the Fair Labor Standards Act (FLSA) states that "hours worked" does not include time spent "changing clothes" if that time is excluded from working time by the express…more

Collective Bargaining, FLSA, Protective Gear, Safety Equipment, Sandifer v U.S. Steel Corp

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Auditing the Adults: U.S. Insurance Regulators' Increased Focus on Non-Insurer Parents

Originally published in LIMRA Regulatory Review on 1/2013 If there is one change in U.S. insurance regulation that directly resulted from the financial crisis of 2008, it is the expansion of regulatory oversight of the…more

Affiliates, Audits, Compliance, Confidentiality, Enterprise Risks

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SEC Files Initial Brief in Conflict Minerals Rule Case

The SEC recently filed its initial brief in the case pending in the United States Court of Appeals for the D.C. Circuit in which the National Association of Manufacturers, United States Chamber of Commerce, and Business…more

Conflict Mineral Rules, Consumer Protection Act, De Minimis Claims, Dodd-Frank, First Amendment

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National Defense Authorization Act of 2013 Includes Significant Small Business-Related Provisions

The National Defense Authorization Act of 2013 (“NDAA”), which the President signed into law on January 3, 2013, includes significant reforms to the rules for contracting with small businesses…more

In-Sourcing, Mentor-Protege Program, NDAA, Safe Harbors, SBA

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New Bill Expands Illinois Human Rights Act's Pregnancy Protections

On August 26, 2014, Illinois Governor Pat Quinn signed House Bill 8, amending the Illinois Human Rights Act by placing new obligations on employers with respect to pregnant employees. The new changes take effect on January 1,…more

Discrimination, Employer Liability Issues, FMLA, Human Rights, New Legislation

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Update on Recent FOIA and OMA Illinois Supreme Court and Attorney General Opinions

- The Illinois Supreme Court rules state's attorneys are subject to the Freedom of Information Act. - The Illinois attorney general rules that: (i) the Open Meetings Act requires public bodies to recite the key terms of…more

FOIA, Open Meetings Act, Public Entities

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Foreign Food Producers Play Catch-Up as FDA Issues Draft Regulations to Implement New Food Safety Standards

The U.S. Food and Drug Administration (FDA) is in the process of implementing sweeping new regulations governing the production of both domestic and imported food products. Many foreign food producers will be at a disadvantage…more

Farms, FDA, Food Manufacturers, Food Safety, GMO

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2014 Legislative Update: Environment, Growth Management and Water

CS/CS/CS/HB 325 amends statutory provisions relating to the brownfield program and modifies the procedures for establishing a brownfield area. The bill also authorizes the local government designating a brownfield area to use a…more

Brownfield Properties, Legislative Agendas, Pending Legislation, Proposed Amendments, Proposed Legislation

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Government Issues Final Rule on Economic Impact Analyses for Endangered Species Act Habitat Designations

Because of its huge impact on land use, the designation of critical habitat is one of the most controversial and heavily litigated areas of the Endangered Species Act (ESA), as seen with the designation of millions of acres to…more

Critical Habitat, Economic Impact Analysis, Endangered Species Act, ESA Listings

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The Supreme Court's Noel Canning Decision and the NLRB's Response

Since the Supreme Court affirmed a decision by the D.C. Circuit Court of Appeals on June 26, 2014, invalidating President Obama's appointment in January 2012 of three members to the National Labor Relations Board, the NLRB has…more

Appeals, Barack Obama, Canning v NLRB, NLRB, Recess Appointments

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Key Factors of a Computer Digital Account (CDA) Plan to Protect Your Legacy

Increasingly, we interact with the world around us through digital devices and social media. Compared to decades past, our most essential information is now stored on a computer or hand-held device. Everything can now be done…more

Digital Assets, Electronically Stored Information, Estate Planning

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Proposed Anti-Human Trafficking Rule Could Significantly Affect Contractor Compliance Programs

U.S. government contractors and subcontractors may need to comply with two new federal procurement rules proposed by the Obama administration to prevent the use of forced labor. Affected companies should review and update…more

Forced Labor, Human Rights, Human Trafficking, NDAA, Supply Chain

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IRS Announces Easing Of FATCA Enforcement For 2014 And 2015

HIGHLIGHTS - - The IRS has issued a Notice detailing temporary modifications to its enforcement rules having to do with the Foreign Account Tax Compliance Act. - Under IRS Notice 2014-33, 2014 and 2015 will be…more

Banks, FATCA, International Tax Issues, IRS, Nonbank Firms

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The District of Columbia's Implementation of Stormwater Management Regulations Enters Second Transition Phase

During the second transition period for the implementation of the District's new Stormwater Management Regulations, certain regulated projects may qualify for exemptions from certain stormwater retention requirements…more

Erosion, Infrastructure, Land Developers, Sediment Control, Storm Water

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Substantiation is a Requirement to Deduct a Charitable Contribution

Donors must receive acknowledgment letters from charitable organizations in order to deduct contributions of $250 or more. See IRS Publication 1771…more

Charitable Donations, Charitable Organizations, IRS

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2014 Legislative Update: Environment, Growth Management and Water

CS/CS/CS/HB 325 amends statutory provisions relating to the brownfield program and modifies the procedures for establishing a brownfield area. The bill also authorizes the local government designating a brownfield area to use a…more

Brownfield Properties, Legislative Agendas, Pending Legislation, Proposed Amendments, Proposed Legislation

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Florida Legislature Extends Deadline to Seek Permit Extensions to October 1, 2013

During the 2013 Regular Session, the Florida Legislature enacted a measure again extending the deadline for holders of certain specific development approvals to seek a two-year extension for these approvals. Pursuant to…more

Construction Site, Deadlines, Environmental Policies, Extensions, Permits

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Internal Investigations at Educational Institutions: 10 Key Points

Knowing how to properly conduct internal investigations is becoming essential in academe. From the Freeh Report on the Penn State tragedy to more recent incidents and scandals, administrators, trustees and other leaders at…more

Internal Investigations, Universities

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Condo Hotel Branding: Benefits and New Risks with Rule 506(c) - Condo Hotel Projects Sold as Exempt Securities Require Informed Decisions by Brand Operators

Condominium hotels are a subject of renewed interest, buoyed by the rising tide for real estate generally. These projects are also encouraged by favorable trends for financing under the SEC's new Rule 506(c) that allows "general…more

Commercial Real Estate Market, Condominiums, Crowdfunding, Financing, General Solicitation

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The Labor Board Signals Change to the Joint-Employer Doctrine - The New NLRB Rule Will Likely Require Businesses to Bargain as to Workers They Do Not Actually Employ

The National Labor Relations Board, on May 12, 2014, solicited amicus briefs on whether the board's current joint-employer standard should be changed. It is unmistakable that the Democratic majority on the board has its sights…more

Appellate Briefs, Collective Bargaining, Joint Employers, NLRB

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Florida Supreme Court Limits Application of the Economic Loss Rule to Product Liability Cases

Earlier today, the Florida Supreme Court published an important decision in Tiara Condominium Association, Inc., etc. v. Marsh & McLennan Companies, Inc., et al., No. SC10-1022 (March 7, 2013). The case was before the court on a…more

Economic Damages, Economic Loss Doctrine, Insurers

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SEC Issues Proposed Crowdfunding Rules

On October 23, 2013, the SEC issued a unanimous rule proposal authorized under Title III of the Jumpstart Our Business Startups Act (the JOBS Act) permitting securities-based crowdfunding. The proposed rules provide a…more

Broker-Dealer, Crowdfunding, Disclosure Requirements, Funding Portal, JOBS Act

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New Rule Allows Disability Insurance Premiums To Be Paid From Qualified Plan Accounts - Employers Will Be Able To Offer Employees Disability Insurance To Continue Retirement Plan Savings During An Extended Disability

HIGHLIGHTS - - The Treasury Department and the IRS released final regulations regarding amounts used by a qualified plan to pay for accident or health insurance premiums. Under the regulations, there is one notable…more

Disability, Disability Benefits, Disability Insurance, Disability Leave, Employee Benefits

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Supreme Court Upholds Class Action Waivers in Arbitration Agreements

Last week, the United States Supreme Court decided American Express v. Italian Colors Restaurant and affirmed the right of parties to agree to class action waivers in arbitration contracts…more

American Express, American Express v Italian Colors Restaurant, Class Action Arbitration Waivers, Class Arbitration, Federal Arbitration Act

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NLRB Forces Restaurant to Allow Posters Insinuating Germ-Infested Food - Section 7 of the National Labor Relations Act Guarantees All Workers the Right to Engage in "Concerted Activities for … Mutual Aid or Protection"

The Jimmy John's sandwich franchise must have been surprised to learn that it had violated federal labor law when its disciplined employees who had posted hundreds of signs around its outlets suggesting that its sandwiches might…more

Employee Rights, NLRA, NLRB, Restaurant Industry, Unions

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Compliance Corner: Contribution Attribution and Federal Primary Dates for 2014

With 2014 being a federal election year, and primary elections occurring during a span of just six quick months, it is important to keep an eye on the dates of those primaries when making political contributions to avoid a…more

Compliance, Deadlines, Election Laws, FEC

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Illinois Hydraulic Fracking Bill Becomes Law

After a nearly unanimous vote by the Illinois legislature, on June 17, 2013, Governor Pat Quinn signed the Hydraulic Fracturing Regulatory Act ("HFRA") into law. Citing the need for jobs in southern Illinois and the need to…more

Disclosure Requirements, EPA, Fracking, New Legislation, Permits

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FDA Issues New Drug Compounding and Outsourcing Facility Guidance - The New Policy Documents Clarify FDA's Expectations and Enable the Compounding Industry to Comply with the Compounding Quality Act

The FDA issued multiple policy documents on July 1, 2014, to implement the Compounding Quality Act (CQA). Congress enacted the CQA in November 2013 as part of the Drug Quality and Security Act (DQSA), in response to the deadly…more

DQSA, Drug Compounding, FDA, Pharmaceutical, Prescription Drugs

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Guarantees of Interest Rate Swap Obligations by Non-ECP Guarantors Are Probably Illegal and Unenforceable

Options for Lenders to Consider Until the CFTC Offers Further Guidance - The Commodity Futures Trading Commission (the CFTC) has made a determination that could affect the legality and enforceability of certain guarantees…more

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HHS-OIG Corporate Integrity Agreements Are Now Aiming at Corporate Directors and Executives

Corporate integrity agreements (CIAs) are a familiar feature of many civil False Claim Act and joint civil/criminal resolutions in healthcare fraud cases. These agreements are entered into between the defendant company and the…more

Board of Directors, C-Suite Executives, Compliance, Corporate Integrity Agreement, FCA

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What You Need to Know About the STOCK Act

Beginning today, members and senior staff1 of the U.S. House of Representatives and U.S. Senate are required to disclose certain financial transactions no later than 45 days after the transaction has occurred. This new…more

Insider Trading, Know Your Customers, Periodic Transfer Reports, Rule 10b-5, SEC

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U.S. Supreme Court to Hear Challenge to Fraud-on-the-Market Presumption

On June 11, 2012, the U.S. Supreme Court granted certiorari to a biotechnology company's challenge of the fraud-on-the-market presumption in a securities fraud case. This rebuttable presumption was first approved by the Court in…more

Fraud, Fraud-on-the-Market

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California Adopts Nationally Ground-Breaking Safer Consumer Product Regulations

California's Green Chemistry Initiative blazes a new trail for consumer products in the United States, establishing a comprehensive approach aimed at reducing — over time — exposures to hazardous chemicals commonly found in a…more

Chemicals, Compliance, Department of Toxic Substances Control, Green Chemistry, Hazardous Substances

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New EEOC Guidance Prompts Reevaluation Of Criminal Screening Policies

Just when most churches have made criminal background screening standard to avoid harm to children, the elderly, and other vulnerable persons and liability, the federal government has issued guidance reminding employers that,…more

Criminal Background Checks, Discrimination, EEOC, Hiring & Firing, Title VII

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Federal Efficiency/Streamlining: CEQ Issues New NEPA Guidance Documents

The Council on Environmental Quality (CEQ) released two handbooks under the federal National Environmental Policy Act (NEPA) on March 5, 2013, that provide regulatory guidance to "encourage more efficient environmental reviews."…more

CEQA, Environmental Review, Handbooks, Memorandum of Understanding, NEPA

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Kentucky Becomes The 47th State To Enact A Data Breach Notification Law

Kentucky is now the 47th state with a data breach notification law, a development that should be of interest not only to Kentucky-based entities, but also to entities that do business in Kentucky and have personal information…more

Breach Notification Rule, Data Breach, Data Protection

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Federal District Court: Documents Created During an In-House Corporate Compliance Investigation Are Not Privileged

In a noteworthy decision in Barko v. Hallilburton Co., a federal court has ruled that a company's internal investigations are not privileged and must be produced to a whistleblower. In light of the ruling in Barko, government…more

Attorney-Client Privilege, Compliance, Corporate Counsel, Internal Investigations, Work Product Privilege

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Decision on Florida CDD Has Broad Implications for Tax-Exempt Bonds

The IRS issued a Technical Advice Memorandum (TAM) on May 9, 2013, that the Village Center Community Development District (the "District") is not a division of state or local government, and therefore is not a political…more

Bonds, Community Development Entities, IRS, Tax-Exempt Bonds

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Issuance of the Mexican Secondary Laws in Connection with the Constitutional Energy Reform

As of Aug. 11, 2014, all the secondary laws pertaining to the Mexican Energy Reform (published Dec. 20, 2013), were published in the Mexican Official Gazette. The scope of the secondary laws published on Aug. 11, 2014,…more

Energy Reform, Mexico, Oil & Gas

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Deepwater Port Act Amended to Allow Oil and Gas Exports from Offshore Facilities

On December 20, 2012, President Obama signed into law the Coast Guard and Maritime Transportation Act of 2012. The bill (HR 2838) included language amending the Deepwater Port Act (DWPA) (33 U.S.C. 1501 et seq.) to allow export…more

Deepwater Port Act, Exports, Natural Gas, Oil & Gas

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The Federal Aviation Administration Appeals Most Recent Drone Ruling

The Federal Aviation Administration (FAA) has appealed this month's ruling by an administrative law judge striking down a fine against paid photographer who had strapped cameras to a model airplane and photographed the…more

Drones, FAA

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SEC Chairman Addresses Information Overload in Disclosure Documents

SEC Chairman Mary Jo White spoke at length on "information overload" in her October 15, 2013, speech at the National Association of Corporate Directors Leadership Conference. After discussing the benefits and general types of…more

Disclosure, Documentation, EDGAR, SEC, White Collar Crimes

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Executive Order Creates New Disclosure Obligations for Government Contractors: Once Implemented, the Order Will Fundamentally Alter the Relationships Between Prime and Subcontractors

The July 31, 2014, executive order, "Fair Pay and Safe Workplaces," introduces a broad federal contractor reporting scheme that alters the relationship between prime and subcontractors, creates an obligation for contracting…more

Contractors, Disclosure Requirements, DOL, Employee Rights, Executive Orders

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DDTC Ups the Ante on Data Gathering from ITAR-Registered Companies and Introduces Electronic Filing

Pursuant to the International Traffic in Arms Regulations (ITAR), the U.S. Department of State Directorate of Defense Trade Controls (DDTC) has issued a revised Statement of Registration (DS-2032) form and now allows it to be…more

DDTC, Disclosure Requirements, Electronic Filing, ITAR, Registration

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New Jersey Supreme Court Officially Adopts Common Interest Doctrine - This Opinion Is Consistent with Those in Other States and Follows the Current Trend

The New Jersey Supreme Court recently issued an opinion that, for the first time in New Jersey, expressly adopted the "common interest doctrine." The July 21, 2014, opinion provided confidentiality protections for…more

Attorney-Client Privilege, Common-Interest Privilege, Confidentiality

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Is Filling an Off-Label Prescription an Invitation to False Claims Act Liability?

On May 17, 2013, the U.S. District Court for the Northern District of Georgia issued an order that joins an unsettling line of decisions suggesting that before filling prescriptions, pharmacies must serve as the arbiters of…more

False Claims Act, Healthcare Professionals, Medicare, Medicare Part D, Off-Label Promotion

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Private Equity Fundraising Remains Strong In 2014

- Private equity fundraising during the first quarter of 2014 continued to thrive as it did last year, the most active year since 2008. - The ongoing uptick is attributed to increases in limited partner money going into…more

Funding, Fundraisers, Private Equity

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Unexpected USCIS Site Visits Expanded To L Visa Holders - Costs And Liabilities Associated With Being Noncompliant, Or Being Perceived As A Noncompliant Employer, Can Be Expensive And Frustrating

HIGHLIGHTS - - The U.S. Citizenship and Immigration Services (USCIS) Fraud Detection and National Security Division recently announced that it is expanding worksite inspections to include employers of L-1 visa…more

Compliance, Immigrants, L-Visas, USCIS, Visas

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SEC Modifies MCDC Initiative

On July 31, 2014, the Securities and Exchange Commission (SEC) issued a press release regarding an extension of the deadline for its Municipalities Continuing Disclosure Cooperation initiative (MCDC). The extended deadline…more

Deadlines, Disclosure Requirements, MCDC, Municipal Securities Issuers, Municipalities

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2013 Florida Legislative Session Recap

Prior to the start of the 2013 Florida legislative session, President Gaetz and Speaker Weatherford outlined a joint agenda that included tackling ethics, elections, campaign finance, state pensions and higher education. The…more

New Legislation, Proposed Legislation, State Budgets

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EPA Releases Significant Proposed Rule to Curb Greenhouse Gas Emissions from Existing Power Plants - Proposed Rule Is Part of President's Clean Power Plan Focusing on Flexibility and State-Specific Carbon Reduction Targets

EPA's proposed rule is focused on limiting the carbon intensity of fossil fuel-fired power plants (commonly referred to as electric generating units or EGUs) by adopting goals to limit overall carbon dioxide (CO2) emissions..…more

Barack Obama, Carbon Emissions, Clean Air Act, Climate Action Plan, Energy Policy

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SEC Initiative Encourages Continuing Disclosure Violation Self-Reporting By Issuers And Underwriters

HIGHLIGHTS - - The Municipalities Continuing Disclosure Cooperation Initiative (MCDC Initiative) begun by the SEC's Enforcement Division encourages issuers, borrowers or underwriters to self-disclose potential securities…more

Disclosure Requirements, Enforcement, SEC, Self-Reporting

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How New Public Records Law Affects Companies Providing Services to Florida State or Local Governmental Entities

During its 2013 Regular Legislative Session, the Florida Legislature passed CS/CS/HB 1309, which relates to governmental accountability in contracting. Among other things, this legislation created Section 119.0701, Florida…more

Government Entities, New Legislation, Public Records, State and Local Government

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Court Says "Porch-Like Structures" Do Not Violate ADA

In an important decision for retailers and other public accommodations, the Tenth Circuit overturned a lower court decision requiring that every "porch-like" entrance to Hollister retail establishments be remediated to be…more

ADA, Corporate Counsel, Disability, Disability Discrimination, Reasonable Accommodation

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U.S. Supreme Court to Reconsider "Fraud-on-the-Market" Presumption in Securities Fraud Class Actions

On November 15, 2013, the U.S. Supreme Court announced that it would revisit the "fraud-on-the-market" presumption that it adopted 25 years ago, which substantially expanded securities fraud class actions. The appeal in which…more

Amgen, Class Action, Class Certification, Fraud-on-the-Market, Halliburton

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The IRS and Gun Control

Earlier this month, the First Circuit Court of Appeals held in a case of first impression that evidence seized by IRS special agents from the taxpayer's home was admissible even though IRS Special Agents were armed when they…more

Conspiracies, Fraud, Gun Laws, IRS, Payroll Taxes

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Legislative Alert: Illinois House of Representatives Passes HB 924

On April 18, 2013, the Illinois House of Representatives passed House Bill 924 on a 60–50 vote. The bill amends the Illinois Prevailing Wage Act (820 ILCS 130/2) to require that all contractors and subcontractors bidding on work…more

Contractors, New Legislation, Reporting Requirements, Subcontractors

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Legal Landscape and Guidance for Companies Involved in Marijuana Activity

Many states now permit the use of marijuana for medical or recreational purposes and the federal government has revised certain enforcement policies related to marijuana-related crimes. The possession, use, manufacture,…more

Congressional Investigations & Hearings, Corporate Counsel, DEA, Drug Manufacturers, Enforcement

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FCC Approves Five Multipurpose Waivers of New Accessibility Rules

In the first action of its kind, the Federal Communications Commission has approved, in part, five class waivers of its new accessibility rules for advanced communications services ("ACS"), which were adopted last October (the…more

Accessibility Rules, ACS, CVAA, FCC, Multipurpose Waivers

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Private Equity Fundraising Remains Strong In 2014

- Private equity fundraising during the first quarter of 2014 continued to thrive as it did last year, the most active year since 2008. - The ongoing uptick is attributed to increases in limited partner money going into…more

Funding, Fundraisers, Private Equity

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Federal Court Declares 8(a) Program Unconstitutional as Applied to Military Simulation and Training Contracts

A federal court has ruled that the section 8(a) of the Small Business Act (SBA) – the statutory basis for the so-called “8(a) program” administered by the U.S. Small Business Administration (“SBA”) – is generally constitutional…more

DBE Program, DOD, Due Process, DynaLantic, Equal Protection

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SEC Modifies MCDC Initiative

On July 31, 2014, the Securities and Exchange Commission (SEC) issued a press release regarding an extension of the deadline for its Municipalities Continuing Disclosure Cooperation initiative (MCDC). The extended deadline…more

Deadlines, Disclosure Requirements, MCDC, Municipal Securities Issuers, Municipalities

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D.C. Circuit Upholds Attorney-Client Privilege in Internal Investigations - Privilege Protections Triggered When a Significant Purpose of the Investigation Is to Obtain Legal Advice

Corporate counsel can rest a little easier now. In a widely anticipated decision issued June 27, 2014, In re Kellogg Brown & Root, Inc., the D.C. Circuit granted a writ of mandamus and vacated a district court order requiring…more

Attorney-Client Privilege, Compliance, False Claims Act, Internal Investigations, Kellogg Brown & Root

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Delaware Chancery Court Upholds Validity of Forum Selection By-Laws

On June 25, 2013, Chancellor Leo E. Strine of Delaware's Court of Chancery declared valid corporate by-laws that require that disputes involving internal matters be litigated in Delaware…more

Board of Directors, Bylaws, Corporate Governance, Forum Selection Clause

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CMS Announces Final Regulatory Changes to Medicare Advantage and Part D

- CMS issues final Medicare Advantage and Part D regulatory changes after a controversial proposed rule was announced earlier this year. - New requirements for the reporting and return of Medicare Advantage and Part D…more

CMS, Final Rules, Healthcare, Medicare, Medicare Advantage

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ICANN's Trademark Clearinghouse Set to Launch on March 26, 2013

The Internet Corporation for Assigned Names and Numbers (ICANN), the non-profit corporation responsible for managing the domain name system, is evaluating more than 1,900 applied-for generic top-level domains (gTLDs), such as…more

gTLD, ICANN, Trademark Clearinghouse, Trademarks

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Guarantees of Interest Rate Swap Obligations by Non-ECP Guarantors Are Probably Illegal and Unenforceable

Options for Lenders to Consider Until the CFTC Offers Further Guidance - The Commodity Futures Trading Commission (the CFTC) has made a determination that could affect the legality and enforceability of certain guarantees…more

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New Bill Expands Illinois Human Rights Act's Pregnancy Protections

On August 26, 2014, Illinois Governor Pat Quinn signed House Bill 8, amending the Illinois Human Rights Act by placing new obligations on employers with respect to pregnant employees. The new changes take effect on January 1,…more

Discrimination, Employer Liability Issues, FMLA, Human Rights, New Legislation

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Dissenter Rights Create Trend of Investors Driving Higher Prices and Gaining Interest

Two recent high-profile shareholder rights cases in the Delaware Chancery Court have received a lot of attention due to the money that is at stake and the individuals in the disputes. These two cases, along with several other…more

Dissenters Rights, Hedge Funds, Privately Held Corporations, Shareholder Rights

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Top 10 Indian Tribal Tax Developments in 2013 and Priorities for 2014

In 2013, courts were active in issues relating to Indian tribes, including ruling on state tax matters and the federal income tax aspects of Section 17 corporations. The top 10 Indian tribal tax developments from 2013 and…more

Casinos, General Welfare Exclusion, Income Taxes, Indian Gaming, IRS

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Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Debtor/Creditor
  • Education
  • Elections & Politics
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Indigenous Peoples
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Maritime Law
  • Mergers & Acquisitions
  • Products Liability
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Florida
  • Georgia
  • Illinois
  • Massachusetts
  • New York
  • Oregon
  • Texas
  • Virginia
Other Countries
  • Colombia
  • Mexico
  • United Arab Emirates
Number of Attorneys

1,000+ Attorneys

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